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LONG-TERM DEBT AND LEASE FINANCING OBLIGATION
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Dec. 31, 2014
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| LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | 8. LONG-TERM DEBT AND LEASE FINANCING OBLIGATION As of December 31, 2014 and 2013, our long-term debt consisted of the following:
4.625 Notes The Company and certain of its subsidiaries guarantee $688.0 million aggregate principal amount of senior unsecured notes due 2021 bearing interest at a rate of 4.625 percent per annum (the "4.625 Notes") that were issued by Eagle Spinco Inc. ("Spinco"). Interest payments on the 4.625 Notes commenced on August 15, 2013 and interest is payable semi-annually in arrears on February 15 and August 15 of each year. The 4.625 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by the Company's existing and future domestic subsidiaries, other than certain excluded subsidiaries. The proceeds from the 4.625 Notes retired a $688.0 million bridge loan for which we incurred $11.0 million of costs for the year ended December 31, 2013, related to financing fees that are included in "Loss on redemption and other debt costs" in our consolidated statements of operations. 4.875 Notes On February 1, 2013, Axiall Corporation issued $450.0 million in aggregate principal amount of senior unsecured notes due 2023 which bear interest at a rate of 4.875 percent per annum (the "4.875 Notes"). Interest payments on the 4.875 Notes commenced on May 15, 2013 and interest is payable semi-annually in arrears on May 15 and November 15 of each year. The 4.875 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries, other than certain excluded subsidiaries. The net proceeds from the offering of the 4.875 Notes, together with cash on hand, funded the repurchase of our 9 percent senior secured notes due 2017 (the "9 percent notes") in a tender offer and related consent solicitation (the "Tender Offer") for an aggregate tender price of $502.3 million, including a make whole payment of $55.4 million. We accounted for the repurchase of the 9 percent notes as an extinguishment and expensed approximately $8.5 million of deferred financing fees and incurred charges of $2.2 million associated with the Tender Offer during the year ended December 31, 2013. Term Loan During the year ended December 31, 2013, the Company also guaranteed a $279.0 million term loan due 2017 made to Spinco (the "Term Loan"). The Term Loan bears interest at a rate equal to (at the Company's election): (i) the Base Rate (as defined in the Term Loan agreement and subject to a 2 percent floor) plus 1.50 percent per annum; or (ii) the reserve adjusted Eurodollar Rate (as defined in the Term Loan agreement and subject to a 1 percent floor) plus 2.50 percent per annum. As of December 31, 2014, outstanding borrowings under the Company's Term Loan had a stated interest rate of 3.50 percent per annum and an effective interest rate, inclusive of amortization of deferred debt issuance cost, of approximately 3.9 percent. Obligations under the Term Loan are fully and unconditionally guaranteed, on a senior secured basis, by the Company and its existing and future domestic subsidiaries, other than certain excluded subsidiaries and are secured by all the assets of the Company and the subsidiary guarantors. During the year ended December 31, 2013, we repaid approximately $81.8 million of the outstanding balance of the Term Loan. In connection with the repayment, we expensed $1.4 million of deferred financing fees, which is included in "Loss on redemption and other debt costs" in our consolidated statements of operations. During the year ended December 31, 2014, we repaid an additional $2.8 million of the outstanding balance of our Term Loan in accordance with the contractual terms of our agreement. ABL Revolver In December 2014, the Company amended and restated its asset-based revolving credit facility (the "ABL Revolver") to, among other things, increase the commitments under the ABL Revolver from $500.0 million to $600.0 million and extend the maturity date to December 17, 2019. At the Company's election, with respect to borrowings in the United States under the ABL Revolver, the borrowings bear interest at a rate equal to either: (i) the higher of certain index rates; or (ii) three-month London Interbank Offered Rate ("LIBOR"), plus an applicable margin. At the election of the Company, with respect to borrowings in Canada under the ABL Revolver, the borrowings will bear interest at a rate equal to either: (i) the higher of certain index rates; or (ii) three-month LIBOR, if available, in each case, plus an applicable margin. The applicable margin for borrowings under the ABL Revolver will be 0.50 percent per annum for base rate and index loans and 1.50 percent per annum for LIBOR margin loans, provided that if the Company has not received a corporate family credit rating of at least Ba3 from Moody's and BB– from S&P, the applicable margin will range from 0.5 percent to 1.0 percent, with respect to base rate and index loans and 1.5 percent to 2.0 percent with respect to LIBOR margin loans, depending on the utilization percentages set forth in the ABL Revolver. As of December 31, 2014 and 2013, we had no outstanding balance on our ABL Revolver. As of December 31, 2014, our availability under the ABL Revolver was approximately $429.8 million, net of outstanding letters of credit totaling $82.3 million. The ABL Revolver is fully and unconditionally guaranteed, on a senior secured basis, by each of the Company's existing and subsequently acquired or organized direct or indirect domestic subsidiaries, other than certain excluded subsidiaries. Canadian borrowing obligations under the ABL Revolver are unconditionally guaranteed by each of the Company's existing and subsequently acquired or organized direct or indirect domestic and Canadian subsidiaries, other than certain excluded subsidiaries. All obligations under the ABL Revolver, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company's assets and the assets of the subsidiary guarantors. The ABL Revolver, the Term Loan agreement and the indentures governing the 4.625 Notes and the 4.875 Notes each contain customary covenants, including certain restrictions on the Company and its subsidiaries ability to pay dividends and repurchase shares of Company stock. These covenants are subject to certain exceptions and qualifications. Under the ABL Revolver, dividend payments and repurchases of our common stock in an aggregate amount not to exceed $150 million in any fiscal year may be made if both borrowing availability under the ABL Revolver would have exceeded $75 million at all times during the thirty days immediately preceding any such restricted payment and our consolidated fixed charge coverage ratio (as defined in the ABL Revolver) is equal to or exceeds 1.00 to 1.00, each on a pro forma basis after giving effect to any such proposed restricted payment. In addition, under the ABL Revolver, additional cash dividend payments may be made if both borrowing availability under the ABL Revolver then exceeds $100 million and our consolidated fixed charge coverage ratio (as defined in the ABL Revolver) is equal to or exceeds 1.10 to 1.00, each on a pro forma basis after giving effect to the proposed cash dividend payment. As of December 31, 2014, we were in compliance with the covenants under the ABL Revolver, the Term Loan agreement and the indentures governing the 4.625 Notes and 4.875 Notes. In connection with the issuance of each of the 4.625 Notes and 4.875 Notes, we entered into a registration rights agreement, pursuant to which we and the guarantors agreed to use our commercially reasonable efforts to file an exchange offer registration statement registering the 4.625 Notes and 4.875 Notes. On June 27, 2014, the Company completed the exchange offer registering the 4.625 Notes and 4.875 Notes with the SEC in satisfaction of the terms of these agreements. Subsequent Event On February 27, 2015, Axiall Holdco, Inc., a wholly-owned subsidiary of the Company ("Axiall Holdco"), entered into a credit agreement with a syndicate of financial institutions (the "Term Loan Agreement") for a new $250 million term loan facility (the "New Term Loan Facility") in order to refinance the principal amount outstanding under Spinco's existing Term Loan Facility, pay related fees and expenses, and for general corporate purposes. Obligations under the New Term Loan Facility are fully and unconditionally guaranteed, on a senior secured basis, by the Company and by each of the Company's existing and future wholly-owned domestic subsidiaries, other than certain excluded subsidiaries. The obligations under the New Term Loan Facility are secured by substantially all of the assets of Axiall Holdco, the Company and the subsidiary guarantors. Borrowings under the New Term Loan are expected to mature on the seventh anniversary of the closing date. At the election of Axiall Holdco, the New Term Loan Facility bears interest at a rate equal to: (i) the Base Rate (as defined in the Term Loan Agreement) plus 1.50 percent per annum; or (ii) LIBOR (as defined in the Term Loan Agreement) plus 3.25 percent per annum; provided that at no time will the Base Rate be deemed to be less than 2.00 percent per annum or LIBOR be deemed to be less than 0.75 percent per annum. The Term Loan Agreement contains customary covenants (subject to exceptions), including certain restrictions on the Company and its subsidiaries to pay dividends. Lease Financing Obligation As of December 31, 2014 and 2013, we had a lease financing obligation of $94.2 million and $104.7 million, respectively. The change from the December 31, 2013 balance is due to a one-time $2.3 million payment and the change in the Canadian dollar exchange rate as of December 31, 2014. The lease financing obligation is the result of the sale and concurrent leaseback of certain land and buildings in Canada in 2007 for a term of ten years. In connection with this transaction, a collateralized letter of credit was issued in favor of the buyer-lessor. That factor and certain other terms and conditions resulted in the transaction being recorded as a financing transaction rather than a sale for GAAP purposes. As a result, the land, building and related accounts continue to be recognized in the consolidated balance sheets. The amount of the collateralized letter of credit was $1.6 million and $3.8 million as of December 31, 2014 and 2013, respectively. The collateralized letter of credit expired on February 2, 2015 and is no longer required. We are not obligated to repay the lease financing obligation amount of $94.2 million. Our obligation is for the future minimum lease payments under the terms of the related lease agreements. The future minimum lease payments under the terms of the related lease agreements as of December 31, 2014 are $5.5 million in 2015, $5.5 million in 2016 and $1.4 million in 2017, the final year of the lease agreements. The change in the future minimum lease payments from such amounts disclosed as of December 31, 2013 is due to the one-time $2.3 million payment, current period lease payments and the change in the Canadian dollar exchange rate as of December 31, 2014. Cash Interest Cash payments for interest during the years ended December 31, 2014, 2013 and 2012 were $66.4 million, $76.3 million and $55.8 million, respectively.
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