Quarterly report pursuant to Section 13 or 15(d)

LONG-TERM DEBT

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LONG-TERM DEBT
9 Months Ended
Sep. 30, 2012
LONG-TERM DEBT

NOTE 8—LONG-TERM DEBT

The balance of long-term debt, including current maturities, is as follows (in thousands):

 

     September 30,
2012
    December 31,
2011
    September 30,
2011
 

Secured credit agreement terminated April 24, 2012:

      

Term loan

   $ —        $ —        $ 69,841   

Revolving credit facility

     —          —          —     

Secured credit agreement expiring April 24, 2017:

      

Term loan

     250,000        —          —     

Revolving credit facility

     —          —          —     

11.25% Senior Notes due August 1, 2016 redeemed August 1, 2012

     —          240,000        240,000   

Unamortized original issue discount on Senior Notes

     —          (889     (938
  

 

 

   

 

 

   

 

 

 

Total long-term debt

     250,000        239,111        308,903   

Less: current maturities

     (6,250     —          (69,841
  

 

 

   

 

 

   

 

 

 

Long-term debt, net of current maturities

   $ 243,750      $ 239,111      $ 239,062   
  

 

 

   

 

 

   

 

 

 

On April 24, 2012, HSNi entered into a $600 million five-year syndicated credit agreement (“Credit Agreement”) which is secured by 100% of the voting equity securities of HSNi’s U.S. subsidiaries and 65% of HSNi’s first-tier foreign subsidiaries. This Credit Agreement replaced the credit agreement that was set to expire in July 2013. Certain HSNi subsidiaries have unconditionally guaranteed HSNi’s obligations under the Credit Agreement. The Credit Agreement, which includes a $350 million revolving credit facility and a $250 million delayed draw term loan, may be increased up to $850 million subject to certain conditions and expires April 24, 2017. HSNi drew $250 million from its term loan on July 31, 2012. HSNi capitalized $5.5 million in financing costs related to the Credit Agreement and is amortizing these costs to interest expense over the Credit Agreement’s five-year life.

 

The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities including a maximum leverage ratio of 3.00x and a minimum interest coverage ratio of 3.00x. HSNi was in compliance with all such covenants as of September 30, 2012, with a leverage ratio of 0.80x and an interest coverage ratio of 12.51x.

Loans under the Credit Agreement bear interest at a per annum rate equal to LIBOR plus a predetermined margin that ranges from 1.50% to 2.25% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.50% to 1.25%. HSNi can elect to borrow at either LIBOR or the Base Rate and the predetermined margin is based on HSNi’s leverage ratio. The term loan interest rate as of September 30, 2012 was 1.72%. HSNi pays a commitment fee ranging from 0.25% to 0.40% (based on the leverage ratio) on the unused portion of the revolving credit facility.

The amount available to HSNi under the revolving credit facility portion of the Credit Agreement is reduced by the amount of outstanding letters of credit issued under the revolving credit facility. As of September 30, 2012, there were $33.0 million of outstanding letters of credit issued under the revolving credit facility. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants. As of September 30, 2012, the amount that could be borrowed under the revolving credit facility, in consideration of the financial covenants and outstanding letters of credit, was approximately $317.0 million. As of September 30, 2012, there was no outstanding balance due under the revolving credit facility.

Aggregate contractual maturities of long-term debt are as follows (in thousands):

 

2012

   $ —     

2013

     9,375   

2014

     12,500   

2015

     17,188   

2016

     18,750   

2017

     192,187   
  

 

 

 
   $ 250,000   
  

 

 

 

On July 28, 2008, HSNi issued $240 million of 11.25% senior notes due 2016 (the “Senior Notes”). The Senior Notes were fully redeemed on August 1, 2012 for $253.5 million, or 105.625% of the principal amount plus accrued and unpaid interest to the redemption date, at which time the Senior Notes were no longer deemed to be outstanding, interest ceased to accrue thereon and all rights of the holders of the Senior Notes ceased to exist, except for the right to receive the redemption price. HSNi drew $250 million from its term loan on July 31, 2012 and used its cash on hand to fund the redemption. HSNi reported approximately $18.3 million in pre-tax charges associated with redemption of the Senior Notes in the third quarter of 2012. These charges resulted from the redemption premium of $13.5 million and $4.8 million related to the write-off of unamortized issuance costs and original issue discount.