Express Scripts 2011 Annual Report Download - page 73

Express Scripts 2011 Annual Report 71
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accumulated amortization of $4.0 million), consisting of trade names and customer relationships. The impairment
charge is included in the ―Net (loss) income from discontinued operations, net of tax‖ line item in the accompanying
consolidated statement of operations.
7. Financing
Long-term debt consists of:
December 31,
(in millions)
2011
2010
3.125% senior notes due 2016, net of unamortized discount
$ 1,494.6
$ -
3.500% senior notes due 2016, net of unamortized discount
1,249.7
-
4.750% senior notes due 2021, net of unamortized discount
1,239.4
-
5.250% senior notes due 2012, net of unamortized discount
999.9
999.6
6.250% senior notes due 2014, net of unamortized discount
997.8
996.9
2.750% senior notes due 2014, net of unamortized discount
899.0
-
6.125% senior notes due 2041, net of unamortized discount
698.4
-
7.250% senior notes due 2019, net of unamortized discount
497.3
497.1
Revolving credit facility due August 29, 2016
-
-
Revolving credit facility due August 13, 2013
-
-
Other
0.2
0.2
Total debt
8,076.3
2,493.8
Less current maturities
999.9
0.1
Long-term debt
$ 7,076.4
$ 2,493.7
BANK CREDIT FACILITIES
On August 13, 2010, we entered into a credit agreement with a commercial bank syndicate providing for a
three-year revolving credit facility of $750.0 million (the ―2010 credit facility‖). In connection with entering into the
2010 credit agreement, we terminated in full the revolving facility under our prior credit agreement, entered into
October 14, 2005 and due October 14, 2010. There was no outstanding balance in our prior revolving credit facility
upon termination. At December 31, 2011, our credit agreement consists of a $750.0 million revolving credit facility
(none of which was outstanding as of December 31, 2011) available for general corporate purposes.
During 2010, we repaid our previously outstanding Term A and Term-1 loans in full. We made total Term
loan payments of $1,340.0 million during the year ended December 31, 2010.
The 2010 credit facility requires us to pay interest periodically on the London Interbank Offered Rates
(―LIBOR‖) or base rate options, plus a margin. The margin over LIBOR will range from 1.55% to 1.95%, depending
on our consolidated leverage ratio. Under the 2010 credit agreement, we are required to pay commitment fees on the
unused portion of the $750.0 million revolving credit facility. The commitment fee will range from 0.20% to 0.30%
depending on our consolidated leverage ratio.
On August 29, 2011, we entered into a credit agreement (the ―new credit agreement‖) with a commercial
bank syndicate providing for a five-year $4.0 billion term loan facility (the ―term facility‖) and a $1.5 billion
revolving loan facility (the ―new revolving facility‖). The term facility will be available to pay a portion of the cash
consideration in connection with entering into the Merger Agreement with Medco, as discussed in Note 3 – Changes
in business, to repay existing indebtedness, and to pay related fees and expenses. The new revolving facility will be
available for general corporate purposes and will replace our existing $750.0 million credit facility upon funding of
the term facility. Any funding under the new credit agreement will occur concurrently with the consummation of the
Transaction, subject to customary closing conditions. The term facility and the new revolving facility both mature
on August 29, 2016. The term facility reduces commitments under the bridge facility discussed below by $4.0
billion. In the event the merger with Medco is not consummated, the new credit agreement would terminate.
The new credit agreement requires us to pay interest at the LIBOR or adjusted base rate options, plus a
margin. The margin over LIBOR ranges from 1.25% to 1.75% for the term facility and 1.10% to 1.55% for the new
revolving facility, and the margin over the base rate options ranges from 0.25% to 0.75% for the term facility and