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Long-Term Debt (Tables)
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6 Months Ended |
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Jun. 28, 2013
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| Schedule of Long-Term-Debt |
| | | | | | | | | (in millions) | June 28, 2013 | | December 31, 2012 | North America | | | | 5.75% Senior Notes due 2022 | $ | 600.0 |
| | $ | 600.0 |
| Subordinated Convertible Notes due 2029 | 429.5 |
| | 429.5 |
| Debt discount on Subordinated Convertible Notes due 2029 | (262.3 | ) | | (263.0 | ) | 0.875% Convertible Notes due 2013 | 355.0 |
| | 355.0 |
| Debt discount on 0.875% Convertible Notes due 2013 | (9.7 | ) | | (20.4 | ) | Senior Floating Rate Notes | 125.0 |
| | 125.0 |
| Revolving Credit Facility | 13.8 |
| | — |
| Other | 9.0 |
| | 9.0 |
| Europe and Mediterranean | | | | Spanish Term Loans | 5.8 |
| | 14.6 |
| Credit facilities | 17.9 |
| | 14.7 |
| Uncommitted accounts receivable facilities | 23.0 |
| | 4.0 |
| Other | 29.4 |
| | 11.7 |
| Rest of World (“ROW”) | | | | Credit facilities | 209.1 |
| | 170.0 |
| Total debt | 1,545.5 |
| | 1,450.1 |
| Less current maturities | 597.5 |
| | 511.2 |
| Long-term debt | $ | 948.0 |
| | $ | 938.9 |
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5.75% Senior Notes due 2022 [Member]
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| Schedule of Long-Term-Debt |
The Company's 5.75% Senior Notes are summarized in the table below: | | | | | | | | | | 5.75% Senior Notes (1) | (in millions) | June 28, 2013 | | December 31, 2012 | Face Value | $ | 600.0 |
| | $ | 600.0 |
| Fair Value (Level 2) | 595.5 |
| | 619.5 |
| Interest Rate | 5.75% | Interest Payment | Semi-Annual: Apr 1 & Oct 1 | Maturity Date | October 2022 |
| | | | | | 5.75% Senior Notes | | Beginning Date | Percentage | Call Option (2) | October 1, 2017 | 102.875% | | October 1, 2018 | 101.917% | | October 1, 2019 | 100.958% | | October 1, 2020 and thereafter | 100.000% |
| | (1) | Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries that are borrowers or guarantors under the Company's Revolving Credit Facility (as defined below). |
| | (2) | The Company may, at its option, redeem the 5.75% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, the Company, may on or prior to October 1, 2015 redeem in the aggregate up to 35% of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to 105.75% of the principal plus accrued and unpaid interest so long as (i) at least 65% of the aggregate principal amount of the 5.75% Senior Notes issued remains outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption is given within 60 days after the date of the closing of any such equity offering. In addition, at any time prior to October 1, 2017, the Company may redeem some or all of the 5.75% Senior Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, plus a make whole premium. |
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Convertible Debt [Member]
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| Schedule of Long-Term-Debt |
The Company’s convertible debt instruments outstanding as of June 28, 2013 and December 31, 2012 are as follows: | | | | | | | | | | | | | | | | | | Subordinated Convertible Notes | | 0.875% Convertible Notes | (in millions) | June 28,
2013 | | December 31,
2012 | | June 28,
2013 | | December 31,
2012 | Face value | $ | 429.5 |
| | $ | 429.5 |
| | $ | 355.0 |
| | $ | 355.0 |
| Debt discount | (262.3 | ) | | (263.0 | ) | | (9.7 | ) | | (20.4 | ) | Book value | 167.2 |
| | 166.5 |
| | 345.3 |
| | 334.6 |
| Fair value (Level 1) | 471.8 |
| | 464.1 |
| | 354.1 |
| | 349.7 |
| Maturity date | Nov 2029 | | Nov 2013 | Stated annual interest rate | 4.50% until Nov 2019 2.25% until Nov 2029 | | 0.875% until Nov 2013 | Interest payments | Semi-annually: May 15 & Nov 15 | | Semi-annually: May 15 & Nov 15 |
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7.125% Senior Notes and Senior Floating Rate Notes [Member]
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| Schedule of Long-Term-Debt |
An exchange offer commenced on June 11, 2007 and was completed on July 26, 2007 to replace the unregistered Notes with registered Notes with like terms pursuant to an effective Registration Statement on Form S-4. | | | | | | | | | | | | Senior Floating Rate Notes (1) | (in millions) | June 28, 2013 | | | | December 31, 2012 | Face value | $ | 125.0 |
| | | | $ | 125.0 |
| Fair value (Level 1) | 122.8 |
| | | | 122.7 |
| Interest rate | 2.6 | % | | | | 2.7 | % | Interest payment | 3-month LIBOR rate plus 2.375% Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1 | Maturity date | Apr 2015 |
| | (1) | Jointly and severally guaranteed by the Company's wholly-owned U.S. subsidiaries that are borrowers or guarantors under the Company's Revolving Credit Facility. |
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Spanish Term Loan [Member]
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| Schedule of Long-Term-Debt |
The proceeds from the Spanish Term Loans were used to partially fund the acquisition of Enika Biskra and for general working capital purposes. There is no remaining availability under these Spanish Term Loans. | | | | | | | | | | Spanish Term Loans (1) | (in millions) | June 28, 2013 | | December 31, 2012 | Outstanding borrowings | $ | 5.8 |
| | $ | 14.6 |
| Fair value (Level 2) | 5.9 |
| | 14.8 |
| Interest rate – weighted average (2) | 1.5 | % | | 3.7 | % |
| | (1) | The terms of the Spanish Term Loans are as follows: |
| | | | | | | | | | | (in millions) | Original Amount | Issuance Date | Maturity Date | Interest Rate | Loan and Interest Payable | Interest Rate Swap (2) | Term Loan 1 | € | 20.0 |
| Feb 2008 | Feb 2013 | Euribor +0.5% | Semi-annual: Aug and Feb | 4.20 | % | Term Loan 2 | € | 10.0 |
| Apr 2008 | Apr 2013 | Euribor +0.75% | Semi-annual: Apr and Oct | 4.58 | % | Term Loan 3 | € | 21.0 |
| Jun 2008 | Jun 2013 | Euribor +0.75% | Quarterly: Mar, Jun, Sept and Dec | 4.48 | % | Term Loan 4 | € | 15.0 |
| Sep 2009 | Aug 2014 | Euribor +2.0% | Quarterly: Mar, Jun, Sept and Dec Principal payments: Feb and Aug | 1.54 | % |
| | (2) | The Company entered into fixed interest rate swaps to coincide with the terms and conditions of the term loans that will effectively hedge the variable interest rate with a fixed interest rate. |
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Asset Based Revolving Credit Facility [Member]
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| Schedule of Credit Facilities |
The Company’s Revolving Credit Facility is summarized in the table below: | | | | | | | | | | Revolving Credit Facility | (in millions) | June 28, 2013 | | December 31, 2012 | Outstanding borrowings | $ | 13.8 |
| | $ | — |
| Total credit under facility | 700.0 |
| | 700.0 |
| Undrawn availability | 550.0 |
| | 515.3 |
| Interest rate | 3.8 | % | | 1.5 | % | Outstanding letters of credit | $ | 18.3 |
| | $ | 18.3 |
| Original issuance | Jul 2011 | Maturity date | Jul 2017 |
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Europe And Mediterranean Credit Facilities [Member]
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| Schedule of Credit Facilities |
The Company’s Europe and Mediterranean credit facilities are summarized in the table below: | | | | | | | | | | Europe and Mediterranean Credit Facilities | (in millions) | June 28, 2013 | | December 31, 2012 | Outstanding borrowings | $ | 17.9 |
| | $ | 14.7 |
| Undrawn availability | 105.5 |
| | 82.5 |
| Interest rate – weighted average | 4.1 | % | | 6.4 | % | Maturity date | Various |
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Europe And Mediterranean Uncommitted Accounts Receivable Facilities [Member]
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| Schedule of Credit Facilities |
The Company’s Europe and Mediterranean uncommitted accounts receivable facilities are summarized in the table below: | | | | | | | | | | Uncommitted Accounts Receivable Facilities | (in millions) | June 28, 2013 | | December 31, 2012 | Outstanding borrowings | $ | 23.0 |
| | $ | 4.0 |
| Undrawn availability | 23.2 |
| | 42.8 |
| Interest rate – weighted average | 1.3 | % | | 2.1 | % | Maturity date | Various |
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Rest Of World Row Credit Facilities [Member]
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| Schedule of Credit Facilities |
The Company’s ROW credit facilities are summarized in the table below: | | | | | | | | | | ROW Credit Facilities | (in millions) | June 28, 2013 | | December 31, 2012 | Outstanding borrowings | $ | 209.1 |
| | $ | 170.0 |
| Undrawn availability | 360.6 |
| | 336.9 |
| Interest rate – weighted average | 4.3 | % | | 5.5 | % | Maturity date | Various |
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