XML 86 R10.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Note 2 - Long-term Debt | 12 Months Ended
--- | ---
Dec. 31, 2012
Debt Disclosure [Text Block] | 2. Long-term Debt As of December 31, 2012, long-term debt consisted of our obligations under our senior credit facility (the “2012 Senior Credit Facility”) and our 7½% Senior Notes due 2020 (the “2020 Notes”). As of December 31, 2011, long-term debt consisted of our obligations under our then existing senior credit facility (the “2007 Senior Credit Facility”) and our 10½% Senior Secured Second Lien Notes due 2015 (the “2015 Notes”). Long-term debt balances are as follows (in thousands):
|  | December 31, |
|  | 2012 |  |  | 2011 |
Long-term debt including current portion: |  |  |  |  |  |
2012 Senior Credit Facility |  | $ | 535,000 |  |  | $ | - |
2007 Senior Credit Facility |  |  |  |  |  |  | 471,968 |
2020 Notes |  |  | 300,000 |  |  |  | - |
2015 Notes |  |  | - |  |  |  | 365,000 |
Total long-term debt including current portion at liquidation value |  |  | 835,000 |  |  |  | 836,968 |
Less unamortized discount on our 2020 Notes |  |  | (2,133 | ) |  |  | - |
Less unamortized discount on our 2015 Notes |  |  | - |  |  |  | (4,735 | )
Total long-term debt at recorded value |  | $ | 832,867 |  |  | $ | 832,233 |
Borrowing availability under our 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 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 December 31, 2011, the interest rate on the balance outstanding under the 2007 Senior Credit Facility was 3.8%. Also, as of December 31, 2011, we had a deferred loan cost balance, net of accumulated amortization, of $4.0 million related to our 2007 Senior Credit Facility. On October 12, 2012 (the “Closing Date”), we amended and restated the 2007 Senior Credit Facility in the form of the 2012 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 proceeds from borrowings under the 2012 Senior Credit Facility, together with cash on hand, were used to repay all remaining amounts outstanding under the 2007 Senior Credit Facility and to pay related fees and expenses. The 2012 Senior Credit Facility consists of a $40.0 million revolving credit facility (the “2012 Revolving Credit Facility”) and a term loan facility (the “2012 Term Loan”) having an original commitment amount of $555.0 million. Excluding accrued interest, the amount outstanding under our 2012 Senior Credit Facility as of December 31, 2012 was $535.0 million consisting solely of a term loan balance. As of December 31, 2012, the interest rate on the balance outstanding under the 2012 Senior Credit Facility was 4.8%. Also as of December 31, 2012, we had a deferred loan cost balance, net of accumulated amortization, of $4.6 million, related to the 2012 Senior Credit Facility. Borrowings under the 2012 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 2012 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 2012 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 2012 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 2012 Term Loan also requires us to make quarterly principal repayments equal to 0.25% of the outstanding principal amount of the 2012 Term Loan beginning December 31, 2012. The 2012 Revolving Credit Facility matures on October 12, 2017 and the 2012 Term Loan matures on October 12, 2019. Our obligations under the 2012 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 2012 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 2012 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 2012 Senior Credit Facility, we incurred loan issuance costs of approximately $9.9 million, including bank fees and other professional fees. The amendment and restatement of the 2007 Senior Credit Facility was determined to be a significant modification and, as a result, we recorded a related loss upon early extinguishment of debt of approximately $8.1 million in the year ended December 31, 2012. Senior Notes As of December 31, 2011, we had $365.0 million of 2015 Notes outstanding. As of 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 December 31, 2011, we had a deferred loan cost balance, net of accumulated amortization, of $6.1 million, related primarily to our 2015 Notes. On October 22, 2012, we completed a previously announced tender offer (the “Tender Offer”) pursuant to which we repurchased approximately $222.6 million in aggregate principal amount of 2015 Notes. On November 13, 2012, we completed the previously announced redemption of all 2015 Notes that remained outstanding following the completion of the Tender Offer (the “Redemption”). The Redemption was funded by additional borrowings under our 2012 Term Loan and cash on hand. In connection with the completion of the Tender Offer and the Redemption, we recorded a loss upon early extinguishment of debt of approximately $38.6 million in the year ended December 31, 2012 consisting of Tender Offer premiums of $29.9 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 $0.4 million in legal and other professional fees. On October 9, 2012, we issued $300.0 million in aggregate principal amount of the 2020 Notes. The interest rate on the 2020 Notes is 7.5% per annum. 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 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 $7.3 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 fees and expenses. We used the net proceeds from the sale of the 2020 Notes to (i) 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) pay related fees and expenses, including applicable Tender Offer premiums, and (iii) repurchase the outstanding shares of our Series D Perpetual Preferred Stock, including paying accrued dividends thereon. As of December 31, 2012, we had $300.0 million of 2020 Notes outstanding. As of December 31, 2012, the coupon interest rate and the yield on the 2020 Notes were 7.5% and 7.6%, respectively. The yield on the 2020 Notes exceeded the coupon interest rate because the 2020 Notes were issued with original issue discount. As of December 31, 2012, we had a deferred loan cost balance, net of accumulated amortization, of $7.1 million, related primarily to the 2020 Notes. 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. Amendment of 2007 Senior Credit Facility in 2010 and Issuance of 2015 Notes On March 31, 2010, we amended the 2007 Senior Credit Facility. Pursuant to this amendment, from March 31, 2010 until the date we completed an offering of “Replacement Debt” (as defined therein), which offering was completed on April 29, 2010, among other things, (i) we were required to pay an annual incentive fee equal to 2.0% and (ii) the annual facility fee under the 2007 Senior Credit Facility remained at 3.0%. On April 29, 2010, we used a portion of the net proceeds from the sale of the 2015 Notes to repay $300.0 million in principal amount of the term loan outstanding under the 2007 Senior Credit Facility, to repay interest thereon and to pay certain fees due thereunder. Following the repayment, the annual facility fee rate was reduced to 0.75% per year and we became subject to a maximum first lien leverage ratio covenant. Effective April 1, 2011, the annual facility fee was reduced to 0%. Beginning April 30, 2010, all interest and fees accrued under the 2007 Senior Credit Facility became payable in cash upon their respective due dates, with no portion of such accrued interest and fees being subject to deferral. In order to obtain the foregoing amendment of the 2007 Senior Credit Facility, we incurred loan issuance costs of approximately $4.5 million, including legal and professional fees. We recorded a loss from early extinguishment of debt of $0.3 million for year ended December 31, 2010 related thereto. In order to issue the 2015 Notes, we incurred issuance costs of approximately $8.6 million, including legal and professional fees. Collateral, Covenants and Restrictions The collateral for our obligations under the 2012 Senior Credit Facility consists of substantially all of our and our subsidiaries’ assets. 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. As of December 31, 2012 and 2011, we were in compliance with all covenants required under our debt obligations. In the future, if we are unable to maintain compliance with any required covenant, we would expect that we would use reasonable efforts to seek an amendment or waiver to such requirements. However, in such circumstances, we could provide no assurances that any amendment or waiver would be obtained nor of its terms. In the future, if we are not in compliance and we are unable to obtain any required waivers or amendments, we would be in default under those obligations and any such default could allow a majority of the affected creditors to demand an acceleration of the repayment of all outstanding amounts under the affected debt or to foreclose on the assets securing such indebtedness. We are a holding company with no material independent assets or operations, other than our investments in our subsidiaries. The aggregate assets, liabilities, earnings and equity of the subsidiary guarantors as defined in the 2012 Senior Credit Facility are substantially equivalent to our assets, liabilities, earnings and equity on a consolidated basis. The subsidiary guarantors are, directly or indirectly, our wholly-owned subsidiaries and the guarantees of the subsidiary guarantors are full, unconditional and joint and several. All of our current and future direct and indirect subsidiaries are and will be guarantors under the 2012 Senior Credit Facility and the 2020 Notes. Accordingly, separate financial statements and other disclosures of each of the subsidiary guarantors are not presented because we have no material independent assets or operations, and the guarantees are full and unconditional and joint and several. Maturities Aggregate minimum principal maturities on long-term debt as of December 31, 2012 were as follows (in thousands):
|  | Minimum Principal Maturities |
Year |  | 2012 Senior Credit Facility |  |  | 2020 Notes |  |  | Total |
2013 |  | $ | - |  |  | $ | - |  |  | $ | - |
2014 |  |  | - |  |  |  | - |  |  |  | - |
2015 |  |  | - |  |  |  | - |  |  |  | - |
2016 |  |  | 4,163 |  |  |  | - |  |  |  | 4,163 |
2017 |  |  | 5,550 |  |  |  | - |  |  |  | 5,550 |
Thereafter |  |  | 525,287 |  |  |  | 300,000 |  |  |  | 825,287 |
Total |  | $ | 535,000 |  |  | $ | 300,000 |  |  | $ | 835,000 |
Interest Payments For all of our interest bearing obligations, including derivative contracts, we made interest payments of approximately $53.3 million, $57.4 million and $65.0 million during 2012, 2011 and 2010, respectively. We did not capitalize any interest payments during the years ended December 31, 2012, 2011 or 2010.

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration