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Note 2 - Long-term Debt
9 Months Ended
Sep. 30, 2012
Debt Disclosure [Text Block]
2.       Long-term Debt

As of September 30, 2012 and December 31, 2011, long-term debt consisted of our obligations under our senior credit facility (the “2007 Senior Credit Facility”) and our 10½% senior secured second lien notes due 2015 (the “2015 Notes”) as follows (in thousands):

   
September 30,
   
December 31,
 
   
2012
   
2011
 
Long-term debt including current portion:
           
2007 Senior Credit Facility
  $ 459,351     $ 471,968  
2015 Notes at liquidation value
    365,000       365,000  
Total long-term debt including current portion at liquidation value
    824,351       836,968  
Less unamortized discount on 2015 Notes
    (3,719 )     (4,735 )
Total long-term debt at recorded value
  $ 820,632     $ 832,233  
                 
Borrowing availability under our 2007 Senior Credit Facility
  $ 40,000     $ 31,000  

Senior Credit Facility

Our 2007 Senior Credit Facility consisted of a revolving loan and a term loan.  Excluding accrued interest, the amount outstanding under our 2007 Senior Credit Facility as of September 30, 2012 was comprised solely of a term loan balance of $459.4 million. Excluding accrued interest, the amount outstanding under our 2007 Senior Credit Facility as of December 31, 2011 was $472.0 million, consisting of a term loan balance of $463.0 million and a revolving loan balance of $9.0 million.

As of September 30, 2012 and December 31, 2011, the interest rate on the balance outstanding under the 2007 Senior Credit Facility was 3.7% and 3.8%, respectively.  Also, as of September 30, 2012 and December 31, 2011, we had a deferred loan cost balance, net of accumulated amortization, of $3.5 million and $4.0 million, respectively, related primarily to our 2007 Senior Credit Facility.

As of September 30, 2012 and December 31, 2011, we were in compliance with all covenants required under our 2007 Senior Credit Facility.

On October 12, 2012 (the “Closing Date”), we entered into an amended and restated senior credit agreement (the “New Senior Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and the other lenders party thereto.

The New Senior Credit Facility provides total commitments of $595.0 million, consisting of a $40.0 million revolving credit facility (the “New Revolving Credit Facility”) and a $555.0 million term loan facility (the “New Term Loan”), which may be accessed in up to four draws within 45 days of the Closing Date.

Borrowings under the New Revolving Credit Facility bear interest, at our option, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), in each case plus an applicable margin based on a first lien leverage ratio test as set forth in the New Senior Credit Facility (the “First Lien Ratio Test”). Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) one-month LIBOR plus 1.0%.  We are required to pay a commitment fee on the average daily unused portion of the New Revolving Credit Facility, which rate may range from 0.375% to 0.50% on an annual basis, based on the First Lien Ratio Test.

Borrowings under the New Term Loan bear interest, at our option, at either the Base Rate plus 2.50%-2.75% or LIBOR plus 3.50%-3.75%, subject to a LIBOR floor of 1.0%. The New Term Loan also requires us to make quarterly principal repayments equal to 0.25% of the outstanding principal amount of the New Term Loan beginning December 31, 2012.

The New Revolving Credit Facility matures on October 12, 2017 and the New Term Loan matures on October 12, 2019.

On the Closing Date, we borrowed $420.0 million under the New Term Loan. The proceeds from borrowings under the New Senior Credit Facility, together with cash on hand, were used to repay all remaining amounts outstanding under the 2007 Senior Credit Facility, which was then amended and restated, and to pay related fees and expenses.

Our obligations under the New Senior Credit Facility are secured by substantially all of our and our subsidiaries’ assets, including real estate. In addition, our subsidiaries are joint and several guarantors of the obligations and our ownership interests in our subsidiaries are pledged to collateralize the obligations. The New Senior Credit Facility contains affirmative and restrictive covenants that we must comply with, including (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers, and (h) maintenance of a total leverage ratio as set forth in the New Senior Credit Facility not to exceed certain maximum limits, as well as other customary covenants for credit facilities of this type.

In connection with the New Senior Credit Facility, we incurred loan issuance costs of approximately $10.2 million, including bank fees, original issue discount and other professional fees. These costs were funded from our existing cash balances. The amendment and restatement of the 2007 Senior Credit Facility was determined to be a significant modification and, as a result, we anticipate that we will record a loss upon early extinguishment of debt of approximately $8.2 million in the quarter ending December 31, 2012 related to the 2007 Senior Credit Facility.

Senior Notes

As of  September 30, 2012 and December 31, 2011, we had $365.0 million of 2015 Notes outstanding. As of both September 30, 2012 and December 31, 2011, the coupon interest rate and the yield on the 2015 Notes were 10.5% and 11.0%, respectively.  The yield on the 2015 Notes exceeded the coupon interest rate because the 2015 Notes were issued with original issue discount. As of September 30, 2012 and December 31, 2011, we had a deferred loan cost balance, net of accumulated amortization, of $5.5 million and $6.1 million, respectively, related primarily to our 2015 Notes.  As of September 30, 2012 and December 31, 2011, we were in compliance with all covenants required under our 2015 Notes.

On September 24, 2012, we commenced a cash tender offer (the “Tender Offer”) for up to $268.5 million of outstanding 2015 Notes.  Pursuant to the terms thereof, we repurchased approximately $222.6 million in aggregate principal amount of 2015 Notes, thereunder. The Tender Offer expired on October 22, 2012.

On October 12, 2012, we issued a notice of redemption (the “Notice of Redemption”) for all of the 2015 Notes that remained outstanding following the completion of the Tender Offer at the redemption price of 107.875%, as set forth in the indenture governing the 2015 Notes, plus accrued and unpaid interest to, but not including, the date of redemption.  Redemption of the remaining 2015 Notes (the “Redemption”) is expected to occur on November 13, 2012.

In connection with the completion of the Tender Offer and the Redemption, we anticipate that we will record a loss upon early extinguishment of debt of approximately $38.6 million in the quarter ending December 31, 2012 consisting of tender premiums of $30.1 million, recognition of unaccreted original issue discount of $3.7 million, the write off of unamortized deferred financing costs of $4.6 million and the payment of approximately $0.2 million in legal and other professional fees.

On October 9, 2012, we issued $300.0 million in aggregate principal amount of our 7½% Senior Notes due 2020 (the “2020 Notes”).  The 2020 Notes were issued at 99.266% of par, resulting in gross proceeds to us of $297.8 million.  Our obligations under the 2020 Notes are our senior unsecured obligations, and are guaranteed by all of our subsidiaries on a senior unsecured basis. In connection with the issuance of the 2020 Notes, we incurred estimated issuance costs of approximately $6.9 million, including bank fees and other professional fees. Net proceeds from the sale of the 2020 Notes were approximately $290.9 million, after deducting the initial purchasers’ discounts and estimated fees and expenses.  We used the net proceeds from the sale of the 2020 Notes (i) to repurchase all of the 2015 Notes validly tendered and not properly withdrawn in the Tender Offer on or before the early tender deadline thereof, (ii) to pay related fees and expenses, including applicable Tender Offer premiums, and (iii) to repurchase the remaining outstanding shares of our Series D Perpetual Preferred Stock, including paying accrued dividends thereon.

The 2020 Notes mature on October 1, 2020.  Interest accrues on the 2020 Notes from October 9, 2012, and interest is payable semiannually, on April 1 and October 1 of each year.  The first interest payment date is April 1, 2013.

We may redeem some or all of the 2020 Notes at any time after October 1, 2015 at specified redemption prices. We may also redeem up to 35% of the aggregate principal amount of the 2020 Notes using the proceeds from certain equity offerings completed before October 1, 2015.  In addition, we may redeem some or all of the 2020 Notes at any time prior to October 1, 2015 at a price equal to 100% of the principal amount thereof plus a make whole premium, and accrued and unpaid interest.  If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the 2020 Notes.