Quarterly report pursuant to Section 13 or 15(d)

Debt

v2.4.0.8
Debt
 6 Months Ended
Jun. 30, 2013
Debt Disclosure [Abstract]  
Debt
Debt

Our debt consists of the following:
 
Conversion
Price
(per share)
 
June 30,
2013
 
December 31,
2012
8.75% Senior Notes due 2015
N/A

 
$
770,987

 
$
800,000

Less: discount
 
 
(5,408
)
 
(7,056
)
7% Exchangeable Senior Subordinated Notes due 2014
$
1.841

 
502,370

 
550,000

Less: discount
 
 
(2,846
)
 
(4,112
)
7.625% Senior Notes due 2018
N/A

 
599,350

 
700,000

Less: discount
 
 
(7,692
)
 
(9,647
)
  5.25% Senior Notes due 2022
N/A

 
400,000

 
400,000

            Less: discount
 
 
(5,592
)
 
(5,826
)
4.25% Senior Notes due 2020
N/A

 
500,000

 
—

Less: discount
 
 
(5,539
)
 
—

4.625% Senior Notes due 2023
N/A

 
500,000

 
—

Less: discount
 
 
(5,570
)
 
—

Other debt:
 
 
 
 
 
Capital leases
N/A

 
9,717

 
11,861

Total debt
 
 
3,249,777

 
2,435,220

Less: total current maturities non-related party
 
 
3,873

 
4,234

Total long-term
 
 
3,245,904

 
2,430,986

Less: related party
 
 
209,244

 
208,906

Total long-term, excluding related party
 
 
$
3,036,660

 
$
2,222,080


8.75% Senior Notes due 2015
In March 2010, we issued $800,000 aggregate principal amount of 8.75% Senior Notes due 2015 (the “8.75% Notes”). Interest is payable semi-annually in arrears on April 1 and October 1 of each year at a rate of 8.75% per annum. The 8.75% Notes mature on April 1, 2015. The 8.75% Notes were issued for $786,000, resulting in an aggregate original issuance discount of $14,000. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the 8.75% Notes on a senior unsecured basis.

During the three months ended June 30, 2013, we purchased $29,013 of the 8.75% Notes. The aggregate purchase price for these 8.75% Notes was $32,977, including accrued interest. We recognized an aggregate loss on the extinguishment of these 8.75% Notes of $3,755, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net, during the three months ended June 30, 2013. For a discussion of subsequent events refer to Note 17.
7% Exchangeable Senior Subordinated Notes due 2014
In August 2008, we issued $550,000 aggregate principal amount of 7% Exchangeable Senior Subordinated Notes due 2014 (the “Exchangeable Notes”). The Exchangeable Notes are senior subordinated obligations and rank junior in right of payment to our existing and future senior debt and equally in right of payment with our existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the Exchangeable Notes on a senior subordinated basis.

The Exchangeable Notes are exchangeable at any time at the option of the holder into shares of our common stock at an exchange rate of 543.1372 shares of common stock per $1,000 principal amount of Exchangeable Notes, which is equivalent to an approximate exchange price of $1.841 per share of common stock. Interest is payable semi-annually in arrears on June 1 and December 1 of each year at a rate of 7% per annum. The Exchangeable Notes mature on December 1, 2014.

In connection with the fundamental change that occurred on January 17, 2013 and the subsequent offer that was made to each holder of the Exchangeable Notes on February 1, 2013, $47,630 in principal amount of the Exchangeable Notes were converted resulting in the issuance of 27,687,850 shares of common stock. As a result of this conversion, we retired $47,630 in principal amount of the Exchangeable Notes and recognized a proportionate share of unamortized discount and deferred financing fees of $2,533 to Additional paid-in capital. No loss was recognized as a result of the exchange.

During the three and six months ended June 30, 2013 and 2012, the common stock reserved for conversion in connection with the Exchangeable Notes were considered to be anti-dilutive in our calculation of diluted net income per share.

7.625% Senior Notes due 2018
In October 2010, we issued $700,000 aggregate principal amount of 7.625% Senior Notes due 2018 (the “7.625% Notes”). Interest is payable semi-annually in arrears on May 1 and November 1 of each year at a rate of 7.625% per annum. The 7.625% Notes mature on November 1, 2018. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the 7.625% Notes on a senior unsecured basis.

During the three months ended June 30, 2013, we purchased $100,650 of the 7.625% Notes. The aggregate purchase price for these 7.625% Notes was $112,569, including accrued interest. We recognized an aggregate loss on the extinguishment of these 7.625% Notes of $12,622, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net, during the three months ended June 30, 2013. For a discussion of subsequent events refer to Note 17.

5.25% Senior Notes due 2022
In August 2012, we issued $400,000 aggregate principal amount of 5.25% Senior Notes due 2022 (the “5.25% Notes”). Interest is payable semi-annually in arrears on February 15 and August 15 of each year at a rate of 5.25% per annum. The 5.25% Notes mature on August 15, 2022. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the 5.25% Notes on a senior unsecured basis.

4.25% Senior Notes due 2020
In May 2013, we issued $500,000 aggregate principal amount of 4.25% Senior Notes due 2020 (the “4.25% Notes”). Interest is payable semi-annually in arrears on May 15 and November 15 of each year at a rate of 4.25% per annum. The 4.25% Notes mature on May 15, 2020. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the 4.25% Notes on a senior unsecured basis. The 4.25% Notes were issued for $494,375, resulting in an aggregate original issuance discount of $5,625.

4.625% Senior Notes due 2023
In May 2013, we issued $500,000 aggregate principal amount of 4.625% Senior Notes due 2023 (the “4.625% Notes”). Interest is payable semi-annually in arrears on May 15 and November 15 of each year at a rate of 4.625% per annum. The 4.625% Notes mature on May 15, 2023. Substantially all of our domestic wholly-owned subsidiaries guarantee our obligations under the 4.625% Notes on a senior unsecured basis. The 4.625% Notes were issued for $494,375, resulting in an aggregate original issuance discount of $5,625.

Senior Secured Revolving Credit Facility
In December 2012, we entered into a five-year Senior Secured Revolving Credit Facility (the “Credit Facility”) with a syndicate of financial institutions for $1,250,000. Our obligations under the Credit Facility are guaranteed by certain of our material domestic subsidiaries and are secured by a lien on substantially all of our assets and the assets of our material domestic subsidiaries. Borrowings under the Credit Facility are used for working capital and other general corporate purposes, including dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an applicable rate. We are also required to pay a variable fee on the average daily unused portion of the Credit Facility which is currently 0.30% per annum and is payable on a quarterly basis. The Credit Facility contains customary covenants, including a maintenance covenant, and events of default. The Credit Facility contains incremental facilities which would allow us to increase or obtain new commitments and/or incur new term loans, subject to the terms of the Credit Facility.

During the three months ended June 30, 2013, we borrowed and repaid $150,000 under the Credit Facility. As of June 30, 2013, we had no outstanding balance and the full $1,250,000 was available for future borrowing under the Credit Facility.

Retired Debt

9.75% Senior Secured Notes due 2015
During the three and six months ended June 30, 2012, we purchased $38,316 and $70,888, respectively, of our then outstanding 9.75% Senior Secured Notes (the “9.75% Notes”) for an aggregate purchase price, including interest, of $41,875 and $77,440, respectively. We recognized an aggregate loss on the extinguishment of these 9.75% Notes of $4,054 and $7,832 during the three and six months ended June 30, 2012, respectively, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. The remainder of the 9.75% Notes was repurchased in the second half of 2012.

13% Senior Notes due 2013
During the three and six months ended June 30, 2012, we purchased $62,729 and $96,983, respectively, of our then outstanding 13% Senior Notes due 2013 (the “13% Notes”) for an aggregate purchase price, including interest, of $73,616 and $113,226, respectively. We recognized an aggregate loss on the extinguishment of these 13% Notes of $11,596 and $17,789 during the three and six months ended June 30, 2012, respectively, consisting primarily of unamortized discount, deferred financing fees and repayment premium, to Loss on extinguishment of debt and credit facilities, net. The remainder of the 13% Notes was repurchased in the second half of 2012.

Covenants and Restrictions
Our debt, other than our 4.25% Notes and 4.625% Notes, generally requires compliance with certain covenants that restrict our ability to, among other things, (i) incur additional indebtedness unless our consolidated leverage would be no greater than 5.0 times consolidated operating cash flow after the incurrence of the indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of our assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. In addition, under the Credit Facility, we also must comply with a maintenance covenant that we not exceed a total leverage ratio, calculated as total consolidated debt to consolidated operating cash flow, of 5.0 to 1.0.

Our 4.25% Notes and our 4.625% Notes are subject to covenants that, among other things, (i) limit our ability and the ability of our subsidiaries to (x) create certain liens; and (y) enter into sale/leaseback transactions; and (ii) limit our ability to merge or consolidate. The indentures relating to the 4.25% Notes and the 4.625% Notes restrict our non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of Notes on a pari passu basis.

Under our debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable.

At June 30, 2013 and December 31, 2012, we were in compliance with our debt covenants.