First Data 2013 Annual Report Download - page 87

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have the same terms except the new loans bear interest at a rate per annum equal to, at FDC’s option, LIBOR Rate plus 400 basis points or a base rate plus 300
basis points.
On April 15, 2013, FDC further amended its senior secured term loan facility to create a senior secured replacement term loan facility in an aggregate
principal amount equal to the aggregate outstanding principal amount of the term loans due in 2018 that beared interest at a rate per annum equal to, at FDC’s
option, LIBOR Rate plus 500 basis points or a base rate plus 400 basis points. All of the previously outstanding 2018 term loans were exchanged for loans
under the new facility which have the same terms except the new loans bear interest at a rate per annum equal to, at FDC’s option, LIBOR Rate plus 400 basis
points or a base rate plus 300 basis points. FDC paid closing fees in connection with the transaction.
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FDC’s 7.375% senior secured notes due June 15, 2019 require the payment of interest semi-annually on June 15 and December 15 of each year. A
portion of the notes were issued at 99.5% of the par amount for a discount totaling $4.2 million.
FDC may redeem these notes, in whole or in part, at any time prior to June 15, 2015 at a price equal to 100% of the principal amount of the notes
redeemed plus accrued and unpaid interest to the redemption date and a make-whole premium. Thereafter, FDC may redeem the notes, in whole or in part, at
established redemption prices. In addition, on or prior to June 15, 2014, FDC may redeem up to 35% of the aggregate principal amount of notes with the net
cash proceeds from certain equity offerings at established redemption prices.
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FDC’s 8.875% senior secured notes due August 15, 2020 require the payment of interest semi-annually on February 15 and August 15 of each year.
The notes were issued at 98.387% of the par amount for a discount totaling $8.2 million.
FDC may redeem the notes, in whole or in part, at any time prior to August 15, 2015 at a price equal to 100% of the principal amount of the notes
redeemed plus accrued and unpaid interest to the redemption date and an additional premium as defined. Thereafter, FDC may redeem the notes, in whole or in
part, at established redemption prices, plus accrued and unpaid interest to the redemption date.
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FDC’s 6.75% senior secured notes due November 1, 2020 require the payment of interest semi-annually on May 1 and November 1 of each year. The
original August 2012 issuance of $1,300 million aggregate principal amount of 6.75% senior secured notes were issued at 99.193% of the par amount for a
discount totaling $10.5 million. The September 2012 additional issuance of $850 million aggregate principal amount of 6.75% senior secured notes were
issued at 100.75% of the par amount for a premium totaling $6.4 million.
FDC may redeem the notes, in whole or in part, at any time prior to November 1, 2015, at a price equal to 100% of the principal amount of the notes
redeemed plus accrued and unpaid interest to the redemption date and a “make-whole premium.” Thereafter, FDC may redeem the notes, in whole or in part, at
established redemption prices. In addition, on or prior to November 1, 2015, FDC may redeem up to 35% of the aggregate principal amount of notes with the
net cash proceeds from certain equity offerings at established redemption prices.
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Interest on the 8.25% cash-pay notes is payable in cash, accrues interest at the rate of 8.25% per annum and is payable semi-annually in arrears on
January 15 and July 15. The 8.25% cash-pay notes mature on January 15, 2021.
Cash interest on the PIK toggle notes accrues at a rate of 8.75% per annum. FDC did have the ability to elect to pay all or a portion of the interest on the
notes at 10.00% up to January 15, 2014, by increasing the aggregate principal amount of the outstanding PIK toggle notes or by issuing PIK notes (“PIK
Interest”), but elected to pay all of the interest in cash. After January 15, 2014, all interest on the PIK toggle notes is payable in cash. The PIK toggle notes
mature on January 15, 2022.
FDC may redeem the second lien notes, in whole or in part, at any time prior to January 15, 2016, at a price equal to 100% of the principal amount of
the notes plus accrued and unpaid interest to the redemption date and a “make-whole premium.” Thereafter, FDC may redeem the second lien notes, in whole
or in part, at established redemption prices.
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