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These excerpts taken from the XIDE 10-K filed Jun 4, 2009. The Term
Loan
Borrowings under the term loan in U.S. Dollars bear
interest at a rate equal to LIBOR plus 3.00%, and borrowings
under the Term Loan in Euros bear interest at a rate equal to
LIBOR plus 3.25%. The term loans will mature in May 2012, but is
prepayable at any time at par value.
The term loans will amortize as follows: 0.25% of the initial
principal balance of the term loans will be due and payable on a
quarterly basis, with the balance payable at maturity. Mandatory
prepayment by the Company may be required under the term loans
as a result of excess cash flow, asset sales and casualty
events, in each case, subject to certain exceptions.
The portion of the term loan made to the Company is guaranteed
by substantially all domestic subsidiaries of the Company, and
the portion of the term loan made to Exide C.V. is guaranteed by
substantially all domestic subsidiaries of the Company and
certain foreign subsidiaries. These obligations are secured by a
lien on substantially all of the assets of such respective
borrowers and guarantors, including, subject to certain
exceptions, in the case of security provided by the domestic
subsidiaries, a first priority lien in fixed assets and a second
priority lien in current assets.
Table of Contents
The term loan contains customary terms and conditions,
including, without limitation, (1) limitations on debt
(including a leverage or coverage based incurrence test),
(2) limitations on mergers and acquisitions,
(3) limitations on restricted payments,
(4) limitations on investments, (5) limitations on
capital expenditures, (6) limitations on asset sales with
limited exceptions, (7) limitations on liens, and
(8) limitations on transactions with affiliates.
Borrowings of the Company and other domestic borrowers are
guaranteed by substantially all domestic subsidiaries of the
Company, and borrowings of Exide C.V. are guaranteed by the
Company, substantially all domestic subsidiaries of the Company,
and certain foreign subsidiaries. These guarantee obligations
are secured by a lien on substantially all of the assets of such
respective borrowers and guarantors.
In March 2005, the Company issued $290.0 million in
aggregate principal amount of 10.5% senior secured notes
due 2013. Interest of $15.2 million is payable
semi-annually on March 15 and September 15. The
10.5% senior secured notes are redeemable at the option of
the Company, in whole or in part, on or after March 15,
2009, initially at 105.25% of the principal amount, plus accrued
interest, declining to 100% of the principal amount, plus
accrued interest on or after March 15, 2011. The
10.5% senior secured notes were redeemable at the option of
the Company, in whole or in part, subject to payment of a make
whole premium, at any time prior to March 15, 2009. In the
event of a change of control or the sale of certain assets, the
Company may be required to offer to purchase the
10.5% senior secured notes from the note holders. Those
notes are secured by a junior priority lien on the assets of the
U.S. parent company, including the stock of its
subsidiaries. The Indenture for these notes contains financial
covenants which limit the ability of the Company and its
subsidiaries to among other things incur debt, grant liens, pay
dividends, invest in non-subsidiaries, engage in related party
transactions and sell assets. Under the Indenture, proceeds from
asset sales (to the extent in excess of a $5.0 million
threshold) must be applied to offer to repurchase notes to the
extent such proceeds exceed $20.0 million in the aggregate
and are not applied within 365 days to retire senior
secured credit agreement borrowings or the Company’s
pension contribution obligations that are secured by a first
priority lien on the Company’s assets or to make
investments or capital expenditures.
Also, in March 2005, the Company issued floating rate
convertible senior subordinated notes due September 18,
2013, with an aggregate principal amount of $60.0 million.
These notes bear interest at a per annum rate equal to the
3-month
LIBOR, adjusted quarterly, minus a spread of 1.5%. The interest
rate at March 31, 2009 and March 31, 2008 was 0.0% and
1.3%, respectively. Interest is payable quarterly. The notes are
convertible into the Company’s common stock at a conversion
rate of 61.6143 shares per one thousand dollars principal
amount at maturity, subject to adjustments for any common stock
splits, dividends on the common stock, tender and exchange
offers by the Company for the common stock and third-party
tender offers, and in the case of a change in control in which
10% or more of the consideration for the common stock is cash or
non-traded securities, the conversion rate increases, depending
on the value offered and timing of the transaction, to as much
as 70.2247 shares per one thousand dollars principal amount.
At March 31, 2009, the Company was in compliance with
covenants contained in the Credit Agreement and indenture
agreements that cover the 10.5% senior secured notes and
floating rate convertible subordinated notes.
At March 31, 2009, the Company had outstanding letters of
credit with a face value of $56.6 million and surety bonds
with a face value of $4.4 million. The majority of the
letters of credit and surety bonds have been issued as
collateral or financial assurance with respect to certain
liabilities that the Company has recorded, including but not
limited to environmental remediation obligations and
self-insured workers’ compensation reserves. Failure of the
Company to satisfy its obligations with respect to the primary
obligations secured by the letters of credit or surety bonds
could entitle the beneficiary of the related letter of credit or
surety bond to demand payments pursuant to such instruments. The
letters of credit generally have terms up to one year.
Collateral held by the surety in the form of letters of credit
at March 31, 2009, pursuant to the terms of the agreement,
was $4.3 million.
Risks and uncertainties could cause the Company’s
performance to differ from management’s estimates. As
discussed above under “Factors Which Affect the
Company’s Financial Performance — Seasonality and
Weather,” the Company’s business is seasonal. During
the Company’s first and second fiscal quarters, the
Table of Contents
Company builds inventory in anticipation of increased sales in
the winter months. This inventory build increases the
Company’s working capital needs. During these quarters,
because working capital needs are already high, unexpected costs
or increases in costs beyond predicted levels would place a
strain on the Company’s liquidity.
The Term
Loan
Borrowings under the term loan in U.S. Dollars bear
interest at a rate equal to LIBOR plus 3.00%, and borrowings
under the Term Loan in Euros bear interest at a rate equal to
LIBOR plus 3.25%. The term loan will mature in May 2012, but is
prepayable at any time at par value.
The term loan will amortize as follows: 0.25% of the initial
principal balance of the term loan will be due and payable on a
quarterly basis, with the balance payable at maturity. Mandatory
prepayment by the Company may be required under the term loan as
a result of excess cash flow, asset sales and casualty events,
in each case, subject to certain exceptions.
The portion of the term loan made to the Company is guaranteed
by substantially all domestic subsidiaries of the Company, and
the portion of the Term Loan made to Exide C.V. is guaranteed by
substantially all domestic subsidiaries of the Company and
certain foreign subsidiaries. These obligations are secured by a
lien on substantially all of the assets of such respective
borrowers and guarantors, including, subject to certain
exceptions, in the case of security provided by the domestic
subsidiaries, a first priority lien in fixed assets and a second
priority lien in current assets.
The term loan contains customary terms and conditions,
including, without limitation, (1) limitations on debt
(including a leverage or coverage based incurrence test),
(2) limitations on mergers and acquisitions,
(3) limitations on restricted payments,
(4) limitations on investments, (5) limitations on
capital expenditures, (6) limitations on asset sales with
limited exceptions, (7) limitations on liens and
(8) limitations on transactions with affiliates.
Borrowings of the Company and other domestic borrowers are
guaranteed by substantially all domestic subsidiaries of the
Company, and borrowings of Exide C.V. are guaranteed by the
Company, substantially all domestic subsidiaries of the Company,
and certain foreign subsidiaries. These guarantee obligations
are secured by a lien on substantially all of the assets of such
respective borrowers and guarantors.
In March 2005, the Company issued $290.0 million in
aggregate principal amount of 10.5% senior secured notes
due 2013. Interest of $15.2 million is payable
semi-annually on March 15 and September 15. The
10.5% senior secured notes are redeemable at the option of
the Company, in whole or in part, on or after March 15,
2009, initially at 105.25% of the principal amount, plus accrued
interest, declining to 100% of the principal amount, plus
accrued interest on or after March 15, 2011. The
10.5% senior secured notes are redeemable at the option of
the Company, in whole or in part, subject to payment of a make
whole premium, at any time prior to March 15, 2009. In the
event of a change of control or the sale of certain assets, the
Company may be required to offer to purchase the
10.5% senior secured notes from the note holders. Those
notes are secured by a junior priority lien on the assets of the
U.S. parent company, including the stock of its
subsidiaries. The Indenture for these notes contains financial
covenants which limit the ability of the Company and its
subsidiaries to among other things incur debt, grant liens, pay
dividends, invest in non-subsidiaries, engage in related party
transactions and sell assets. Under the Indenture, proceeds from
asset sales (to the extent in excess of a $5.0 million
threshold) must be applied to offer to repurchase notes to the
extent such proceeds exceed $20.0 million in the aggregate
and are not applied within 365 days to retire senior
secured credit agreement borrowings or the Company’s
pension contribution obligations that are secured by a first
priority lien on the Company’s assets or to make
investments or capital expenditures.
Also, in March 2005, the Company issued floating rate
convertible senior subordinated notes due September 18,
2013, with an aggregate principal amount of $60.0 million.
These notes bear interest at a per annum rate equal to the
3-month
LIBOR, adjusted quarterly, minus a spread of 1.5%. The interest
rate at March 31, 2009 and March 31, 2008 was 0.0% and
1.3%, respectively. Interest is payable quarterly. The notes are
convertible into the Company’s common stock at a conversion
rate of 61.6143 shares per one thousand dollars principal
amount at maturity, subject to adjustments for any common stock
splits, dividends on the common stock, tender and exchange
offers by the Company for the common stock and third-party
tender
Table of Contents
EXIDE
TECHNOLOGIES AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
offers, and in the case of a change in control in which 10% or
more of the consideration for the common stock is cash or
non-traded securities, the conversion rate increases, depending
on the value offered and timing of the transaction, to as much
as 70.2247 shares per one thousand dollars principal amount.
At March 31, 2009, the Company was in compliance with
covenants contained in the Credit Agreement and Indenture
agreements that cover the Senior Secured Notes and Floating Rate
Convertible Senior Subordinated Notes.
The Company’s variable rate debt at March 31, 2009 and
2008 was $354.9 million and $392.2 million,
respectively. As discussed in Note 2, in February 2008, the
Company entered into an interest rate swap agreement to fix the
variable interest component of $200.0 million of its
floating rate long-term obligations at a rate of 3.33%.
Annual principal payments required under long-term debt
obligations at March 31, 2009 are as follows:
See note 11 for principal payments required under capital
lease obligations, which are not shown above.
In the U.S., the Company has a noncontributory defined benefit
pension plan that covers substantially all hourly and salaried
employees. In Europe and ROW, the Company sponsors several
defined benefit plans that cover substantially all employees who
are not covered by statutory plans. For defined benefit plans,
charges to expense are based upon underlying assumptions
established by the Company in consultation with its actuaries.
In most cases, the defined benefit plans are not funded. The
Company has frozen the benefit accruals for certain salaried and
hourly employees.
The Company also has defined contribution plans in North
America, Europe, and ROW with related expense of
$16.3 million, $11.3 million, and $6.8 million,
for fiscal 2009, 2008 and 2007, respectively.
The Company provides certain retiree health care and life
insurance benefits to a limited number of employees. The Company
accrues the estimated cost of providing post-retirement benefits
during the employees’ applicable years of service.
Table of Contents
EXIDE
TECHNOLOGIES AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following tables set forth the plans’ funded status and
the amounts recognized in the Company’s Consolidated
Financial Statements at March 31, 2009 and 2008:
This excerpt taken from the XIDE 10-K filed Jun 9, 2008. The
Term Loan
Borrowings under the Term Loan in U.S. Dollars bear
interest at a rate equal to LIBOR plus 3.25%, and borrowings
under the Term Loan in Euros bear interest at a rate equal to
LIBOR plus 3.5%; provided that such rates may decrease by 0.25%
after December 31, 2007 if the Company achieves certain
corporate credit ratings. The Term Loan will mature in May 2012,
but is prepayable at any time at par value, provided that if a
change in control or similar event occurs within the first year,
the Company must offer to prepay the Term Loan at a price equal
to 101.0% of par.
The Term Loan will amortize as follows: 0.25% of the initial
principal balance of the Term Loan will be due and payable on a
quarterly basis, with the balance payable at maturity. Mandatory
prepayment by the Company may be required under the Term Loan as
a result of excess cash flow, asset sales and casualty events,
in each case, subject to certain exceptions.
The portion of the Term Loan made to the Company is guaranteed
by substantially all domestic subsidiaries of the Company, and
the portion of the Term Loan made to Exide C.V. is guaranteed by
substantially all domestic subsidiaries of the Company and
certain foreign subsidiaries. These obligations are secured by a
lien on substantially all of the assets of such respective
borrowers and guarantors, including, subject to certain
exceptions in the case of security provided by the domestic
subsidiaries, a first priority lien in fixed assets and a second
priority lien in current assets.
The Term Loan contains customary terms and conditions,
including, without limitation, (1) limitations on debt
(including a leverage or coverage based incurrence test),
(2) limitations on mergers and acquisitions,
(3) limitations on restricted payments,
(4) limitations on investments, (5) limitations on
capital expenditures, (6) limitations on asset sales with
limited exceptions, (7) limitations on liens and
(8) limitations on transactions with affiliates.
In March 2005, the Company issued $290.0 million in
aggregate principal amount of 10.5% senior secured notes
(“Senior Secured Notes”) due 2013. Interest of
$15.2 million is payable semi-annually on March 15 and
September 15. The 10.5% Senior Secured Notes are
redeemable at the option of the Company, in whole or in part, on
or after March 15, 2009, initially at 105.25% of the
principal amount, plus accrued interest, declining to 100% of
the principal amount, plus accrued interest on or after
March 15, 2011. The 10.5% Senior Secured Notes are
redeemable at the option of the Company, in whole or in part,
subject to payment of a make whole premium, at any time prior to
March 15, 2009. In the event of a change of control or the
sale of certain assets, the Company may be required to offer to
purchase the 10.5% Senior Secured Notes from the note
holders. Those notes are secured by a junior priority lien on
the assets of the U.S. parent company, including the stock
of its subsidiaries. The indenture for these notes contains
financial covenants which limit or restrict the ability of the
Company and its subsidiaries to among other things incur debt,
grant liens, pay dividends, invest in non-subsidiaries, engage
in related party transactions and sell assets.
Also, in March 2005, the Company issued Floating Rate
Convertible Senior Subordinated Notes due September 18,
2013, with an aggregate principal amount of $60.0 million.
These notes bear interest at a per annum rate equal to the
3-month
LIBOR, adjusted quarterly, minus a spread of 1.5%. The weighted
average interest on these notes was 1.3% and 3.9% at
March 31, 2008 and 2007, respectively. Interest is payable
quarterly. The notes are convertible into the Company’s
common stock at a conversion rate of 57.5705 shares per one
thousand dollars principal amount at maturity, subject to
adjustments for any common stock splits, dividends on the common
stock, tender and exchange offers by the Company for the common
stock and third-party tender offers and, in the case of a change
in control in which 10% or more of the consideration for the
common stock is cash or non-traded securities, the conversion
rate increases, depending on the value offered and timing of the
transaction, to as much as 70.2247 shares per one thousand
dollars principal amount.
Table of Contents
EXIDE
TECHNOLOGIES AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
At March 31, 2008, the Company was in compliance in all
material respects with covenants contained in the Credit
Agreement and Indenture agreements that cover the Senior Secured
Notes and Floating Rate Convertible Senior Subordinated Notes.
The Company’s variable rate debt at March 31, 2008 and
2007 was $392.2 million and $371.2 million,
respectively. As discussed in Note 2, in February 2008, the
Company entered into an interest rate swap agreement to fix the
variable interest component of $200.0 million of its
floating rate long-term obligations at a rate of 3.45% per annum
through February 27, 2011. None of the Company’s
variable rate debt was hedged at March 31, 2007.
Annual principal payments required under long-term debt
obligations at March 31, 2008 are as follows:
See note 11 for principal payments required under capital
lease obligations, which are not shown above
In the U.S., the Company has a noncontributory defined benefit
pension plan that covers substantially all hourly and salaried
employees. During fiscal 2007, the Company froze the benefit
accruals for all salaried and non-union hourly employees. Also,
as certain collective bargaining agreements expired, freezes
were negotiated for the union employees covered by these
agreements. Some of the union employees continue to accrue
benefits under the plan due to future expiration dates on
certain collective bargaining agreements.
In Europe and ROW, the Company sponsors several defined benefit
plans that cover substantially all employees who are not covered
by statutory plans. For defined benefit plans, charges to
expense are based upon underlying assumptions established by the
Company in consultation with its actuaries. In most cases, the
defined benefit plans are not funded.
The Company also has defined contribution plans in North
America, Europe, and ROW with related expense of
$11.3 million, $6.8 million, and $7.0 million,
for fiscal 2008, 2007 and 2006, respectively.
The Company provides certain retiree health care and life
insurance benefits for a limited number of employees. The
Company accrues the estimated cost of providing post-retirement
benefits during the employees’ applicable years of service.
Table of Contents
EXIDE
TECHNOLOGIES AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following tables set forth the plans’ funded status and
the amounts recognized in the Company’s Consolidated
Financial Statements at March 31, 2008 and 2007:
This excerpt taken from the XIDE 10-K filed Jun 11, 2007. The
Term Loan
Borrowings under the Term Loan in U.S. dollars will bear
interest at a rate equal to LIBOR plus 3.25%, and borrowings
under the Term Loan in Euros will bear interest at a rate equal
to LIBOR plus 3.50%; provided that such rates may decrease by
0.25% after December 31, 2007 if Exide achieves certain
corporate ratings. The Term Loan will mature in five years, but
is prepayable at any time at par value, provided that if a
change in control or similar event occurs within the first year,
Exide must offer to prepay the Term Loan at a price equal to
101% of par.
The Term Loan will amortize as follows — 0.25% of the
initial principal balance of the Term Loan will be due and
payable on a quarterly basis for the first
43/4 years,
with a balloon payment due at maturity. Mandatory prepayment by
Exide may be required under the Term Loan as a result of excess
cash flow, asset sales and casualty events, in each case,
subject to certain exceptions.
Table of Contents
EXIDE
GLOBAL HOLDING NETHERLANDS C.V. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The portion of the Term Loan made to Exide is guaranteed by
substantially all domestic subsidiaries of Exide, and the
portion of the Term Loan made to Exide C.V. is guaranteed by
Exide, substantially all domestic subsidiaries of Exide and
certain foreign subsidiaries. These obligations are secured by a
lien on substantially all of the assets of such respective
Borrowers and guarantors, including, subject to certain
exceptions, in the case of security provided by the domestic
subsidiaries, a first priority lien in fixed assets and a second
priority lien in current assets.
The Term Loan contains customary terms and conditions,
including, without limitation, (1) limitations on debt
(including a leverage or coverage based incurrence test),
(2) limitations on mergers and acquisitions,
(3) limitations on restricted payments,
(4) limitations on investments, (5) limitations on
capital expenditures, (6) limitations on asset sales with
limited exceptions, (7) limitations on liens and
(8) limitations on transactions with affiliates. The Term
Loan has no financial maintenance covenants.
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