EYE » Topics » Note 5: Debt

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

Note 6: Debt

 

(In thousands)

   Average Rate
of Interest
    December 31,
2008
   December 31,
2007

Convertible Senior Subordinated Notes due 2024 (“2 1/2% Notes”), with put dates of January 15, 2010, July 15, 2014 and July 15, 2019

   2.500 %   $ 189,105    $ 246,105

Convertible Senior Subordinated Notes due 2025 (“1.375% Notes”), with put dates of July 1, 2011, July 1, 2016 and July 1, 2021

   1.375 %     105,000      105,000

Convertible Senior Subordinated Notes due 2026 (“3.25% Notes”), with put dates of August 1, 2014, August 1, 2017 and August 1, 2021

   3.250 %     330,015      500,000

Senior Subordinated Notes due 2017 (“7 1/2% Notes”)

   7.500 %     250,000      250,000

Term Loan due 2014 (“Term Loan”)

   5.22 %     438,900      446,625

Senior revolving credit facility

   4.99 %     100,000      60,000
               
       1,413,020      1,607,730

Less current portion

       119,243      64,500
               

Total long-term debt

     $ 1,293,777    $ 1,543,230
               

During 2008, the Company repurchased $227.0 million aggregate principal amount of convertible senior subordinated notes ($57.0 million principal amount of the 2 1/2% Notes and $170.0 million principal amount of the 3.25% Notes) utilizing borrowings under its Credit Facility. The Company recognized a gain on debt extinguishment of $110.4 million in conjunction with the note repurchases, excluding the write-off of the deferred financing costs included in interest expense.

Note 6: Debt

 




























































































































































(In thousands)

  Average Rate
of Interest
  December 31,
2008
  December 31,
2007

Convertible Senior Subordinated Notes due 2024 (“2 1/SIZE="1">2% Notes”), with put dates of January 15, 2010, July 15, 2014 and July 15, 2019

  2.500% $189,105  $246,105

Convertible Senior Subordinated Notes due 2025 (“1.375% Notes”), with put dates of July 1, 2011, July 1, 2016 and
July 1, 2021

  1.375%  105,000   105,000

Convertible Senior Subordinated Notes due 2026 (“3.25% Notes”), with put dates of August 1, 2014, August 1, 2017 and
August 1, 2021

  3.250%  330,015   500,000

Senior Subordinated Notes due 2017 (“7 1/2FACE="Times New Roman" SIZE="2">% Notes”)

  7.500%  250,000   250,000

Term Loan due 2014 (“Term Loan”)

  5.22%  438,900   446,625

Senior revolving credit facility

  4.99%  100,000   60,000
         
    1,413,020   1,607,730

Less current portion

    119,243   64,500
         

Total long-term debt

   $1,293,777  $1,543,230
         

During 2008, the Company repurchased $227.0
million aggregate principal amount of convertible senior subordinated notes ($57.0 million principal amount of the 2 1/2% Notes
and $170.0 million principal amount of the 3.25% Notes) utilizing borrowings under its Credit Facility. The Company recognized a gain on debt extinguishment of $110.4 million in conjunction with the note repurchases, excluding the write-off of the
deferred financing costs included in interest expense.

Note 6: Debt

 




























































































































































(In thousands)

  Average Rate
of Interest
  December 31,
2008
  December 31,
2007

Convertible Senior Subordinated Notes due 2024 (“2 1/SIZE="1">2% Notes”), with put dates of January 15, 2010, July 15, 2014 and July 15, 2019

  2.500% $189,105  $246,105

Convertible Senior Subordinated Notes due 2025 (“1.375% Notes”), with put dates of July 1, 2011, July 1, 2016 and
July 1, 2021

  1.375%  105,000   105,000

Convertible Senior Subordinated Notes due 2026 (“3.25% Notes”), with put dates of August 1, 2014, August 1, 2017 and
August 1, 2021

  3.250%  330,015   500,000

Senior Subordinated Notes due 2017 (“7 1/2FACE="Times New Roman" SIZE="2">% Notes”)

  7.500%  250,000   250,000

Term Loan due 2014 (“Term Loan”)

  5.22%  438,900   446,625

Senior revolving credit facility

  4.99%  100,000   60,000
         
    1,413,020   1,607,730

Less current portion

    119,243   64,500
         

Total long-term debt

   $1,293,777  $1,543,230
         

During 2008, the Company repurchased $227.0
million aggregate principal amount of convertible senior subordinated notes ($57.0 million principal amount of the 2 1/2% Notes
and $170.0 million principal amount of the 3.25% Notes) utilizing borrowings under its Credit Facility. The Company recognized a gain on debt extinguishment of $110.4 million in conjunction with the note repurchases, excluding the write-off of the
deferred financing costs included in interest expense.

This excerpt taken from the EYE 10-K filed Mar 3, 2008.

Note 6: Debt

 

(In thousands)

   Average Rate
of Interest
    December 31,
2007
   December 31,
2006

Convertible Senior Subordinated Notes due 2024 (“2 1/2% Notes”), with put dates of January 15, 2010, July 15, 2014 and July 15, 2019

   2.500 %   $ 246,105    $ 246,105

Convertible Senior Subordinated Notes due 2025 (“1.375% Notes”), with put dates of July 1, 2011, July 1, 2016 and July 1, 2021

   1.375 %     105,000      105,000

Convertible Senior Subordinated Notes due 2026 (“3.25% Notes”), with put dates of August 1, 2014, August 1, 2017 and August 1, 2021

   3.250 %     500,000      500,000

Senior Subordinated Notes due 2017 (“7 1/2% Notes”), with put dates of May 1, 2010 and May 1, 2012

   7.500 %     250,000      —  

 

68


Table of Contents

(In thousands)

   Average Rate
of Interest
    December 31,
2007
   December 31,
2006

Term Loan due 2014 (Term Loan)

   7.080 %     446,625      —  

Senior revolving credit facility (Credit Facility)

   7.400 %     60,000      —  
               
       1,607,730      851,105

Less current portion

       64,500      —  
               

Total long-term debt

     $ 1,543,230    $ 851,105
               
This excerpt taken from the EYE 10-Q filed May 9, 2007.

Note 5: Debt

 

(In thousands)

   Average Rate
of Interest
    March 30,
2007
   December 31,
2006

Convertible Senior Subordinated Notes due 2024 (“2 1/2% Notes”), with put dates of January 15, 2010, July 15, 2014 and July 15, 2019

   2.500 %   $ 246,105    $ 246,105

Convertible Senior Subordinated Notes due 2025 (“1.375% Notes”), with put dates of July 1, 2011, July 1, 2016 and July 1, 2021

   1.375 %     105,000      105,000

Convertible Senior Subordinated Notes due 2026 (“3.25% Notes), with put dates of August 1, 2014, August 1, 2017 and August 1, 2021

   3.250 %     500,000      500,000
               

Total long-term debt

     $ 851,105    $ 851,105
               

All of the convertible notes issued by the Company may be converted, at the option of the holders, on or prior to the final maturity date under certain circumstances, none of which had occurred as of March 30, 2007. Upon conversion of the convertible notes, the Company will satisfy in cash the conversion obligation with respect to the principal amount of the convertible notes, with any remaining amount of the conversion obligation to be satisfied in shares of common stock. As a result of this election, the Company also is required to satisfy in cash its obligations to repurchase any convertible notes that holders may put to the Company on the respective dates noted in the table above.

At March 30, 2007, approximately $8.4 million of the Company’s senior revolving credit facility was reserved to support letters of credit issued on the Company’s behalf for normal operating purposes and the Company has approximately $291.6 million undrawn and available revolving loan commitments.

Borrowings under the revolving credit facility, if any, bear interest at current market rates plus a margin based upon the Company’s ratio of debt to EBITDA, as defined. The incremental interest margin on borrowings under the revolving credit

 

9


facility decreases as the Company’s ratio of debt to EBITDA decreases to specified levels. Under the senior credit facility, certain transactions may trigger mandatory prepayment of borrowings, if any. Such transactions may include equity or debt offerings, certain asset sales and extraordinary receipts. The Company pays a quarterly fee (1.95% per annum at March 30, 2007) on the average balance of outstanding letters of credit and a quarterly commitment fee (0.375% per annum at March 30, 2007) on the average unused portion of the revolving credit facility.

The senior credit facility provided that the Company maintain certain financial and operating covenants which included, among other provisions, maintaining specific leverage and coverage ratios. Certain covenants under the senior credit facility may limit the incurrence of additional indebtedness. The senior credit facility prohibited dividend payments. The Company was in compliance with these covenants at March 30, 2007. The senior credit facility was collateralized by a first priority perfected lien on, and pledge of, all of the combined Company’s present and future property and assets (subject to certain exclusions), 100% of the stock of the domestic subsidiaries, 66% of the stock of foreign subsidiaries and all present and future intercompany debts.

As of March 30, 2007, the aggregate maturities of total long-term debt of $851.1 million are due after 2011.

Subsequent to March 30, 2007, the Company terminated the senior revolving credit facility described above and obtained new senior credit facilities on April 2, 2007 consisting of a $300 million revolving credit facility and a $450 million term loan. The Company also issued additional senior subordinated notes as further described in Note 12.

This excerpt taken from the EYE 8-K filed May 2, 2007.

Note 6: Debt

 

(In thousands)

   Average Rate
of Interest
    December 31,
2006
   December 31,
2005

Convertible Senior Subordinated Notes due 2024

   2.500 %   $ 246,105    $ 350,000

Convertible Senior Subordinated Notes due 2025

   1.375 %     105,000      150,000

Convertible Senior Subordinated Notes due 2026

   3.250 %     500,000      —  

Short term borrowings

   5.950 %     —        60,000
               
       851,105      560,000

Less current maturities

       —        60,000
               

Total debt, net of current portion and short term borrowings

     $ 851,105    $ 500,000
               
This excerpt taken from the EYE 10-Q filed Nov 8, 2006.

Note 5: Debt

At September 29, 2006, an aggregate principal amount of $246.1 million of 2½ % convertible senior subordinated notes due July 15, 2024 (“2½ % Notes”), an aggregate principal amount of $105 million of 1.375% convertible senior subordinated notes due July 1, 2025 (“1.375% Notes”), an aggregate principal amount of $500.0 million of 3.25% of convertible senior subordinated notes due 2026 (“3.25% Notes”), and a balance of $31.7 million under the senior revolving credit facility were outstanding. The convertible notes may be converted, at the option of the holders, on or prior to the final maturity date under certain circumstances, none of which had occurred as of September 29, 2006. Upon conversion of the convertible notes, the Company will satisfy in cash the conversion obligation with respect to the principal amount of the convertible notes, with any remaining amount of the conversion obligation to be satisfied in shares of common stock. As a result of this election, the Company also is required to satisfy in cash its obligations to repurchase any convertible notes that holders may put to the Company on January 15, 2010, July 15, 2014 and July 15, 2019 for the 2½ % Notes, on July 1, 2011, July 1, 2016 and July 1, 2021 for the 1.375% Notes, and on August 1, 2014, August 1, 2017, and August 1, 2021 for the 3.25% Notes.

13




At September 29, 2006, approximately $8.6 million of the senior revolving credit facility was reserved to support letters of credit issued on the Company’s behalf for normal operating purposes and the Company has approximately $259.7 million undrawn and available revolving loan commitments.

Borrowings under the revolving credit facility, if any, bear interest at current market rates plus a margin based upon the Company’s ratio of debt to EBITDA, as defined. The incremental interest margin on borrowings under the revolving credit facility decreases as the Company’s ratio of debt to EBITDA decreases to specified levels. Under the senior credit facility, certain transactions may trigger mandatory prepayment of borrowings, if any. Such transactions may include equity or debt offerings, certain asset sales and extraordinary receipts. The Company pays a quarterly fee (2.45% per annum at September 29, 2006) on the average balance of outstanding letters of credit and a quarterly commitment fee (0.50% per annum at September 29, 2006) on the average unused portion of the revolving credit facility.

The senior credit facility provides that the Company will maintain certain financial and operating covenants which include, among other provisions, maintaining specific leverage and coverage ratios. Certain covenants under the senior credit facility may limit the incurrence of additional indebtedness. The senior credit facility prohibits dividend payments. The Company was in compliance with these covenants at September 29, 2006. The senior credit facility is collateralized by a first priority perfected lien on, and pledge of, all of the combined Company’s present and future property and assets (subject to certain exclusions), 100% of the stock of the domestic subsidiaries, 66% of the stock of foreign subsidiaries and all present and future intercompany debts.

As of September 29, 2006, the aggregate maturities of total long-term debt of $851.1 million are due after 2010. Revolving loan borrowings of $31.7 million at September 29, 2006 have been classified as current liabilities in the accompanying unaudited  consolidated balance sheet.

This excerpt taken from the EYE 10-Q filed Aug 9, 2006.

Note 5: Debt

At June 30, 2006, an aggregate principal amount of $251.1 million of 2½ % convertible senior subordinated notes due July 15, 2024 (“2½ % Notes”), an aggregate principal amount of $120.0 million of 1.375% convertible senior subordinated notes due July 1, 2025 (“1.375% Notes”), an aggregate principal amount of $500.0 million of 3.25% of convertible senior subordinated notes due 2026 (“3.25% Notes”), and a balance of $155.0 million under the senior revolving credit facility were outstanding. The convertible notes may be converted, at the option of the holders, on or prior to the final maturity date under certain circumstances, none of which had occurred as of June 30, 2006. Upon conversion of the convertible notes, the Company will satisfy in cash the conversion obligation with respect to the principal amount of the convertible notes, with any remaining amount of the conversion obligation to be satisfied in shares of common stock. As a result of this election, the Company also is required to satisfy in cash its obligations to repurchase any convertible notes that holders may put to the Company on January 15, 2010, July 15, 2014 and July 15, 2019 for the 2½ % Notes, on July 1, 2011, July 1, 2016 and July 1, 2021 for the 1.375% Notes, and on August 1, 2014, August 1, 2017, and August 1, 2021 for the 3.25% Notes.

At June 30, 2006, approximately $8.6 million of the senior revolving credit facility was reserved to support letters of credit issued on the Company’s behalf for normal operating purposes and the Company has approximately $146.4 million undrawn and available revolving loan commitments.

Borrowings under the revolving credit facility, if any, bear interest at current market rates plus a margin based upon the Company’s ratio of debt to EBITDA, as defined. The incremental interest margin on borrowings under the revolving credit facility decreases as the Company’s ratio of debt to EBITDA decreases to specified levels. Under the senior credit facility, certain transactions may trigger mandatory prepayment of borrowings, if any. Such transactions may include equity or debt offerings, certain asset sales and extraordinary receipts. The Company pays a quarterly fee (2.95% per annum at June 30, 2006) on the average balance of outstanding letters of credit and a quarterly commitment fee (0.50% per annum at June 30, 2006) on the average unused portion of the revolving credit facility.

12




 

The senior credit facility provides that the Company will maintain certain financial and operating covenants which include, among other provisions, maintaining specific leverage and coverage ratios. Certain covenants under the senior credit facility may limit the incurrence of additional indebtedness. The senior credit facility prohibits dividend payments. The Company was in compliance with these covenants at June 30, 2006. The senior credit facility is collateralized by a first priority perfected lien on, and pledge of, all of the combined Company’s present and future property and assets (subject to certain exclusions), 100% of the stock of the domestic subsidiaries, 66% of the stock of foreign subsidiaries and all present and future intercompany debts.

As of June 30, 2006, the aggregate maturities of total long-term debt of $871.1 million are due after 2010. Revolving loan borrowings of $155.0 million at June 30, 2006 have been classified as current liabilities in the accompanying unaudited  consolidated balance sheet.

This excerpt taken from the EYE 8-K filed Jun 6, 2006.

Note 6: Debt

 

(In thousands)

  

Average Rate

of Interest

   

December 31,

2005

  

December 31,

2004

Convertible Senior Subordinated Notes due 2024

   2.50 %   $ 350,000    $ 350,000

Convertible Senior Subordinated Notes due 2023

   3.50 %     —        8,600

Convertible Senior Subordinated Notes due 2025

   1.375 %     150,000      —  

Bank term loan

   4.50 %     —        193,993

Short term borrowings

   5.95 %     60,000      —  
               
       560,000      552,593

Less current maturities

       60,000      1,950
               

Total debt, net of current portion and short term borrowings

     $ 500,000    $ 550,643
               
This excerpt taken from the EYE 10-Q filed May 10, 2006.

Note 5: Debt

 

At March 31, 2006, an aggregate principal amount of $350.0 million of 2½ % convertible senior subordinated notes due July 15, 2024 (“Notes”), an aggregate principal amount of $150.0 million of 1.375% convertible senior subordinated notes due July 1, 2025 (“Senior Subordinated Notes”) and a balance of $45.0 million under the senior revolving credit facility were outstanding. The Notes and the Senior Subordinated Notes may be converted, at the option of the holders, on or prior to the final maturity date under certain circumstances, none of which had occurred as of March 31, 2006. Upon conversion of the Notes and the Senior Subordinated Notes, the Company will satisfy in cash the conversion obligation with respect to the principal amount of the Notes and the Senior Subordinated Notes, with any remaining amount of the conversion obligation to be satisfied in shares of common stock. As a result of this election, the Company also is required to satisfy in cash its obligations to repurchase any Notes and the Senior Subordinated Notes that holders may put to the Company on January 15, 2010, July 15, 2014 and July 15, 2019 for the Notes and on July 1, 2011, July 1, 2016 and July 1, 2021 for the Senior Subordinated Notes.

 

At March 31, 2006, approximately $8.9 million of the senior revolving credit facility was reserved to support letters of credit issued on the Company’s behalf for normal operating purposes and the Company has approximately $246.1 million undrawn and available revolving loan commitments.

 

Borrowings under the revolving credit facility, if any, bear interest at current market rates plus a margin based upon the Company’s ratio of debt to EBITDA, as defined. The incremental interest margin on borrowings under the revolving credit facility decreases as the Company’s ratio of debt to EBITDA decreases to specified levels. Under the senior credit facility, certain transactions may trigger mandatory prepayment of borrowings, if any. Such transactions may include equity or debt offerings, certain asset sales and extraordinary receipts. The Company pays a quarterly fee (1.95% per annum at March 31, 2006) on the average balance of outstanding letters of credit and a quarterly commitment fee (0.375% per annum at March 31, 2006) on the average unused portion of the revolving credit facility.

 

The senior credit facility provides that the Company will maintain certain financial and operating covenants which include, among other provisions, maintaining specific leverage and coverage ratios. Certain covenants under the senior credit facility may limit the incurrence of additional indebtedness. The senior credit facility prohibits dividend payments. The Company was in compliance with these covenants at March 31, 2006. The senior credit facility is collateralized by a first priority perfected lien on, and pledge of, all of the combined Company’s present and future property and assets (subject to certain exclusions), 100% of the stock of the domestic subsidiaries, 66% of the stock of foreign subsidiaries and all present and future intercompany debts.

 

As of March 31, 2006, the aggregate maturities of total long-term debts of $500.0 million are due after 2010. Revolving loan borrowings of $45.0 million have been classified as current liabilities in the accompanying unaudited  consolidated balance sheets.

 

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