Redbox 2013 Annual Report Download - page 47

Download and view the complete annual report

Please find page 47 of the 2013 Redbox annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 119

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119

38
our currently outstanding 6.000% senior notes ("Original notes"). The terms of the Exchange notes are substantially identical
to the terms of the Original notes, except that the Exchange notes generally are freely transferable and do not contain certain
terms with respect to registration rights and liquidated damages. The registration statement was declared effective on October
7, 2013. During the fourth quarter of 2013, we completed the exchange of all of the Original notes with the Exchange notes.
See Note 8: Debt and Other Long-Term Liabilities in our Notes to Consolidated Financial Statements.
Revolving Line of Credit and Term Loans
During the fourth quarter of 2013, we entered into the Supplement and Amendment to Second Amended and Restated Credit
Agreement (the “Supplement and Amendment”) which amended our previous Credit Facility, entered into on July 15, 2011 (the
"Previous Facility"). The Previous Facility provided for a five-year, $175.0 million term loan, a $450.0 million revolving line
of credit and, subject to additional commitments from lenders, the option to increase the aggregate facility size by $250.0
million (the "Accordion") which could comprise additional term loans and a revolving line of credit.
Pursuant to the Supplement and Amendment, the Accordion was increased by $100.0 million to $350.0 million (the “Increased
Accordion”) and the Company exercised the Increased Accordion with: (i) certain revolving lenders (the “Revolving Lenders”)
agreeing to increase their commitments under the Revolving Line to an aggregate $600.0 million (the “Increased Revolving
Line”); and (ii) the additional term facility lenders (the “Additional Term Facility Lenders”) agreeing to make available an
additional term loan facility in the amount of $200.0 million (the “Additional Term Facility”) (collectively, the "Credit
Facility").
Under the Supplement and Amendment, the terms and conditions applicable to the Increased Revolving Line shall remain
generally the same as those of the Previous Facility. With regard to the Additional Term Facility, the terms shall remain
generally the same as those of the Previous Facility, except that: (i) until the first business day following the date a compliance
certificate is delivered under the Second Amended and Restated Credit Agreement for the fiscal quarter ending March 31, 2014,
the applicable interest rates for loans under the Additional Term Facility shall be no less than those corresponding to Pricing
Level 3 as provided in the Second Amended and Restated Credit Agreement; and (ii) the principal balance of the loans under
the Additional Term Facility shall be payable on the following dates and in the following amounts (expressed as a percentage of
the aggregate amount of the initial loans made under the Additional Term Facility):
Payment Date Repayment Percentage Amount
Last Business Day of March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.500%
Last Business Day of June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.500%
Last Business Day of September 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of September 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of December 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of March 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
Last Business Day of June 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.125%
July 15, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remaining Principal Balance
The Credit Facility is secured by a first priority security interest in substantially all of our assets and the assets of our domestic
subsidiaries, as well as a pledge of a substantial portion of certain equity interests in our subsidiaries. As of December 31,
2013, we were in compliance with the covenants of the Credit Facility.
On July 15, 2011, we borrowed $175.0 million under the Previous Facility term loan. On December 10, 2013, we borrowed
$200.0 million under the Additional Term Facility. As of December 31, 2013, we had no outstanding borrowing on the
Increased Revolving Line. The annual interest rate on the Credit Facility is variable, based on an index plus a margin
determined by our consolidated net leverage ratio. The interest rate on amounts outstanding under the Credit Facility at
December 31, 2013, was 1.81%.