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Long-Term Debt | 12 Months Ended
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Dec. 31, 2015
Long-Term Debt [Abstract] |
Long-Term Debt | Note 6 – Long-Term Debt Long-term debt consists of the following:
|  | December 31, 2015 |  |  | December 31, 2014 |
Credit facility |  | $ | 190,000 |  |  | $ | 200,000 |
Exchangeable unsecured notes, due 2102 |  |  | 38,642 |  |  |  | 38,642 |
Convertible senior debentures, due 2040 |  |  | 106,011 |  |  |  | 103,841 |
Convertible senior debentures, due 2041 |  |  | 54,424 |  |  |  | 53,249 |
Convertible senior debentures, due 2042 |  |  | 60,320 |  |  |  | 59,190 |
Deferred financing costs |  |  | (12,659 | ) |  |  | (10,867 | )
|  |  | 436,738 |  |  |  | 444,055 |
Less current portion |  |  | - |  |  |  | - |
|  | $ | 436,738 |  |  | $ | 444,055 |
Credit Facility The Company maintains a credit facility with a consortium of banks led by JPMorgan Chase Bank, N.A., as administrative agent (the "Credit Facility"). On December 10, 2015, the Company entered into an Amended and Restated Credit Agreement, which provides an aggregate commitment of $640,000 of revolving loans available until December 10, 2020. The credit agreement initially became effective December 1, 2010 and was first amended and restated on August 8, 2013. The Credit Facility, as amended and restated, also provides for the ability of Vishay to request up to $50,000 of incremental revolving commitments, subject to the satisfaction of certain conditions. Borrowings under the Amended and Restated Credit Facility bear interest at LIBOR plus an interest margin. The applicable interest margin is based on Vishay's leverage ratio. Based on Vishay's current leverage ratio, borrowings bear interest at LIBOR plus 1.75%. Vishay also pays a fee, also based on its leverage ratio, on undrawn amounts. The undrawn commitment fee, based on Vishay's current leverage ratio, is 0.35% per annum. The previous credit agreement required Vishay to pay facility fees on the entire commitment amount. The Amended and Restated Credit Facility allows an unlimited amount of defined "Restricted Payments," which include cash dividends and share repurchases, provided the Company's pro forma leverage ratio is less than 2.25 to 1. If the Company's leverage ratio is greater than 2.25 to 1, the Amended and Restated Credit Facility allows such payments up to $75,000 per annum (subject to a cap of $225,000 for the term of the facility). The borrowings under the Credit Facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed for use in, or arising under the laws of, any country other than the United States, assets located outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain significant domestic and foreign subsidiaries; and are guaranteed by certain significant subsidiaries. Certain of the Company's subsidiaries are permitted to borrow under the Credit Facility, subject to the satisfaction of specified conditions. Any borrowings by these subsidiaries under the Credit Facility are guaranteed by Vishay and certain subsidiaries. The Credit Facility also limits or restricts the Company and its subsidiaries, from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions, making asset sales, and making other restricted payments (assuming the Company's leverage ratio is greater than 2.25 to 1), and requires the Company to comply with other covenants, including the maintenance of specific financial ratios. The Amended and Restated Credit Facility also removes certain restrictions related to intercompany transactions. These changes are expected to enable the Company to streamline its complex subsidiary structure and provide greater operating flexibility. Note 6 – Long-Term Debt (continued) The Credit Facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or default under other material debt, material misrepresentation or breach of warranty, violation of certain covenants, a change of control, the commencement of bankruptcy proceedings, the insolvency of Vishay or certain of its significant subsidiaries, and the rendering of a judgment in excess of $25,000 against Vishay or certain of its significant subsidiaries. Upon the occurrence of an event of default under the Credit Facility, the Company's obligations under the credit facility may be accelerated and the lending commitments under the credit facility terminated. At December 31, 2015 and 2014, there was $442,745 and $432,445, respectively, available under the Credit Facility. Letters of credit totaling $7,255 and $7,555 were outstanding at December 31, 2015 and 2014, respectively. Convertible Senior Debentures Vishay currently has three issuances of convertible senior debentures outstanding with generally congruent terms. The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for each issuance of the Company's convertible senior debentures effective as of the ex-dividend date of each cash dividend. The following table summarizes some key facts and terms regarding the three series of outstanding convertible senior debentures following the adjustment made to the conversion rate of the debentures on the ex-dividend date of the December 22, 2015 dividend payment:
|  | Due 2040 |  |  | Due 2041 |  |  | Due 2042 |
Issuance date |  | November 9, 2010 |  |  | May 13, 2011 |  |  | May 31, 2012 |
Maturity date |  | November 15, 2040 |  |  | May 15, 2041 |  |  | June 1, 2042 |
Principal amount |  | $ | 275,000 |  |  | $ | 150,000 |  |  | $ | 150,000 |
Cash coupon rate (per annum) |  |  | 2.25 | % |  |  | 2.25 | % |  |  | 2.25 | %
Nonconvertible debt borrowing rate at issuance (per annum) |  |  | 8.00 | % |  |  | 8.375 | % |  |  | 7.50 | %
Conversion rate effective December 1, 2015 (per $1 principal amount) |  |  | 74.7087 |  |  |  | 54.5185 |  |  |  | 87.8395 |
Effective conversion price effective December 1, 2015 (per share) |  | $ | 13.39 |  |  | $ | 18.34 |  |  | $ | 11.38 |
130% of the conversion price (per share) |  | $ | 17.41 |  |  | $ | 23.84 |  |  | $ | 14.79 |
Call date |  | November 20, 2020 |  |  | May 20, 2021 |  |  | June 7, 2022 |
Prior to three months before the maturity date, the holders may only convert their debentures under the following circumstances: (1) during any fiscal quarter after the first full quarter subsequent to issuance, if the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. Based on an evaluation of the conversion criteria at December 31, 2015 and 2014, none of the convertible senior debentures due 2040, due 2041, or due 2042 were convertible. The conversion criteria of the debentures will continue to be evaluated and the debentures may become convertible in the future. The debentures are convertible, subject to certain conditions, into cash, shares of Vishay's common stock or a combination thereof, at Vishay's option, at the conversion rate. At the direction of its Board of Directors, the Company intends, upon future conversion of any of the convertible senior debentures, to repay the principal amounts of the convertible senior debentures in cash and settle any additional amounts in shares of Vishay common stock. The Company intends to finance the principal amount of any converted debentures using borrowings under its credit facility. Vishay must provide additional shares upon conversion if there is a "fundamental change" in the business as defined in the indenture governing the debentures. Vishay may not redeem the debentures prior to the respective call dates. On or after the call date and prior to the maturity date, Vishay may redeem for cash all or part of the debentures at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of Vishay's common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period prior to the date on which Vishay provides notice of redemption. Note 6 – Long-Term Debt (continued) GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods. The carrying values of the liability and equity components of the convertible debentures are reflected in the Company's consolidated balance sheets as follows:
|  | Principal amount of the debentures |  |  | Unamortized discount |  |  | Embedded derivative |  |  | Carrying value of liability component |  |  | Equity component - net carrying value |
December 31, 2015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due 2040 |  | $ | 275,000 |  |  |  | (169,565 | ) |  |  | 576 |  |  | $ | 106,011 |  |  | $ | 110,094 |
Due 2041 |  | $ | 150,000 |  |  |  | (96,014 | ) |  |  | 438 |  |  | $ | 54,424 |  |  | $ | 62,246 |
Due 2042 |  | $ | 150,000 |  |  |  | (89,982 | ) |  |  | 302 |  |  | $ | 60,320 |  |  | $ | 57,874 |
Total |  | $ | 575,000 |  |  | $ | (355,561 | ) |  | $ | 1,316 |  |  | $ | 220,755 |  |  | $ | 230,214 |
December 31, 2014 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due 2040 |  | $ | 275,000 |  |  |  | (171,685 | ) |  |  | 526 |  |  | $ | 103,841 |  |  | $ | 110,094 |
Due 2041 |  | $ | 150,000 |  |  |  | (97,092 | ) |  |  | 341 |  |  | $ | 53,249 |  |  | $ | 62,246 |
Due 2042 |  | $ | 150,000 |  |  |  | (91,048 | ) |  |  | 238 |  |  | $ | 59,190 |  |  | $ | 57,874 |
Total |  | $ | 575,000 |  |  | $ | (359,825 | ) |  | $ | 1,105 |  |  | $ | 216,280 |  |  | $ | 230,214 |
Interest is payable on the debentures semi-annually at the cash coupon rate; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate equal to the Company's estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances beginning ten years subsequent to issuance. Interest expense related to the debentures is reflected on the consolidated statements of operations for the years ended December 31:
|  | Contractual coupon interest |  |  | Non-cash amortization of debt discount |  |  | Non-cash amortization of deferred financing costs |  |  | Non-cash change in value of derivative liability |  |  | Total interest expense related to the debentures |
2015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due 2040 |  | $ | 6,188 |  |  |  | 2,120 |  |  |  | 88 |  |  |  | 50 |  |  | $ | 8,446 |
Due 2041 |  | $ | 3,375 |  |  |  | 1,078 |  |  |  | 47 |  |  |  | 97 |  |  | $ | 4,597 |
Due 2042 |  | $ | 3,375 |  |  |  | 1,066 |  |  |  | 54 |  |  |  | 64 |  |  | $ | 4,559 |
Total |  | $ | 12,938 |  |  | $ | 4,264 |  |  | $ | 189 |  |  | $ | 211 |  |  | $ | 17,602 |
2014 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due 2040 |  | $ | 6,188 |  |  |  | 1,960 |  |  |  | 88 |  |  |  | 35 |  |  | $ | 8,271 |
Due 2041 |  | $ | 3,375 |  |  |  | 993 |  |  |  | 47 |  |  |  | (8 | ) |  | $ | 4,407 |
Due 2042 |  | $ | 3,375 |  |  |  | 990 |  |  |  | 54 |  |  |  | 41 |  |  | $ | 4,460 |
Total |  | $ | 12,938 |  |  | $ | 3,943 |  |  | $ | 189 |  |  | $ | 68 |  |  | $ | 17,138 |
2013 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Due 2040 |  | $ | 6,188 |  |  |  | 1,811 |  |  |  | 88 |  |  |  | (131 | ) |  | $ | 7,956 |
Due 2041 |  | $ | 3,375 |  |  |  | 915 |  |  |  | 47 |  |  |  | (50 | ) |  | $ | 4,287 |
Due 2042 |  | $ | 3,375 |  |  |  | 920 |  |  |  | 54 |  |  |  | (85 | ) |  | $ | 4,264 |
Total |  | $ | 12,938 |  |  | $ | 3,646 |  |  | $ | 189 |  |  | $ | (266 | ) |  | $ | 16,507 |
Note 6 – Long-Term Debt (continued) Exchangeable Unsecured Notes, due 2102 On December 13, 2002, Vishay issued $105,000 in nominal (or principal) amount of its floating rate unsecured exchangeable notes due 2102 in connection with an acquisition. The notes are governed by a note instrument and a put and call agreement dated December 13, 2002. The notes may be put to Vishay in exchange for shares of its common stock and, under certain circumstances, may be called by Vishay for similar consideration. Under the terms of the put and call agreement, by reason of the spin-off of VPG on July 6, 2010, Vishay was required to take action so that the existing notes are deemed exchanged as of the date of the spin-off, for a combination of new notes of Vishay reflecting a lower principal amount of the notes and new notes issued by VPG. Based on the relative trading prices of Vishay and VPG common stock on the ten trading days following the spin-off, Vishay retained the liability for an aggregate $95,042 principal amount of exchangeable notes effective July 6, 2010. The assumption of a portion of the liability by VPG was recorded as a reduction in parent net investment just prior to the completion of the spin-off. Under the terms of the put and call agreement the holders may at any time put the notes to Vishay in exchange for shares of Vishay's common stock, and Vishay may call the notes in exchange for cash or for shares of its common stock at any time after January 2, 2018. Subsequent to the spin-off of VPG, the put/call rate of the Vishay notes is $15.39 per share of common stock. The payment of quarterly cash dividends does not result in an adjustment to the put/call rate of the notes (See Note 7). In 2013, a holder of the notes exercised its option to exchange $56,400 principal amount of the notes for 3,664,729 shares of Vishay common stock. Following this transaction, Vishay had outstanding exchangeable unsecured notes with a principal amount of $38,642, which are exchangeable for an aggregate of 2,511,742 shares of Vishay common stock. The notes bear interest at LIBOR. Interest continues to be payable quarterly on March 31, June 30, September 30, and December 31 of each calendar year. Other Borrowings Information Aggregate annual maturities of long-term debt, based on the terms stated in the respective agreements, are as follows:
2016 |  | $ | - |
2017 |  |  | - |
2018 |  |  | - |
2019 |  |  | - |
2020 |  |  | 190,000 |
Thereafter |  |  | 613,642 |
The annual maturities of long-term debt are based on the amount required to settle the obligation. Accordingly, the discounts associated with the convertible debentures due 2040, due 2041, and due 2042 are excluded from the calculation of the annual maturities of long-term debt in the table above. At December 31, 2015, the Company had committed and uncommitted short-term credit lines with various U.S. and foreign banks aggregating approximately $13,700, with substantially no amounts borrowed. At December 31, 2014, the Company had committed and uncommitted short-term credit lines with various U.S. and foreign banks aggregating approximately $16,700, with substantially no amounts borrowed. Interest paid was $19,134, $18,394, and $17,647 for the years ended December 31, 2015, 2014, and 2013, respectively. See Note 18 for further discussion on the fair value of the Company's long-term debt.

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