Western Union 2011 Annual Report Download - page 141

THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of and during the year ended December 31, 2011, the Company had no outstanding borrowings under the
Revolving Credit Facility. As of December 31, 2011, the Company had $297.0 million of commercial paper
borrowings outstanding, which left $1,353.0 million remaining that was available to borrow on the Revolving
Credit Facility.
Notes
On August 22, 2011, the Company issued $400.0 million of aggregate principal amount of unsecured notes
due August 22, 2018. Interest with respect to the 2018 Notes is payable semi-annually in arrears on February 22
and August 22 of each year, based on the fixed per annum interest rate of 3.650%. The 2018 Notes are subject to
covenants that, among other things, limit or restrict the ability of the Company to sell or transfer assets or merge
or consolidate with another company, and limit or restrict the Company’s and certain of its subsidiaries’ ability to
incur certain types of security interests, or enter into certain sale and leaseback transactions. If a change of
control triggering event occurs, holders of the 2018 Notes may require the Company to repurchase some or all of
their notes at a price equal to 101% of the principal amount of their notes, plus any accrued and unpaid interest.
The Company may redeem the 2018 Notes at any time prior to maturity at the greater of par or a price based on
the applicable treasury rate plus 35 basis points.
On March 7, 2011, the Company issued $300.0 million of aggregate principal amount of unsecured floating
rate notes due March 7, 2013. Interest with respect to the 2013 Notes is payable quarterly in arrears on each
March 7, June 7, September 7 and December 7, beginning June 7, 2011, at a per annum interest rate equal to the
three-month LIBOR plus 58 basis points (reset quarterly). The 2013 Notes are subject to covenants that, among
other things, limit or restrict the ability of the Company to sell or transfer assets or merge or consolidate with
another company, and limit or restrict the Company’s and certain of its subsidiaries’ ability to incur certain types
of security interests, or enter into sale and leaseback transactions. If a change of control triggering event occurs,
holders of the 2013 Notes may require the Company to repurchase some or all of their notes at a price equal to
101% of the principal amount of their notes, plus any accrued and unpaid interest.
On June 21, 2010, the Company issued $250.0 million of aggregate principal amount of unsecured notes due
June 21, 2040 (“2040 Notes”). Interest with respect to the 2040 Notes is payable semi-annually on June 21 and
December 21 each year based on the fixed per annum interest rate of 6.200%. The 2040 Notes are subject to
covenants that, among other things, limit or restrict the Company’s and certain of its subsidiaries’ ability to grant
certain types of security interests or enter into sale and leaseback transactions. The Company may redeem the
2040 Notes at any time prior to maturity at the greater of par or a price based on the applicable treasury rate plus
30 basis points.
On March 30, 2010, the Company exchanged $303.7 million of aggregate principal amount of the 2011 Notes
for unsecured notes due April 1, 2020 (“2020 Notes”). Interest with respect to the 2020 Notes is payable semi-
annually on April 1 and October 1 each year based on the fixed per annum interest rate of 5.253%. In connection
with the exchange, note holders were given a 7% premium ($21.2 million), which approximated market value at
the exchange date, as additional principal. As this transaction was accounted for as a debt modification, this
premium was not charged to expense. Rather, the premium, along with the offsetting hedge accounting
adjustments, will be accreted into “Interest expense” over the life of the notes. The 2020 Notes are subject to
covenants that, among other things, limit or restrict the Company’s and certain of its subsidiaries’ ability to grant
certain types of security interests, incur debt (in the case of significant subsidiaries), or enter into sale and
leaseback transactions. The Company may redeem the 2020 Notes at any time prior to maturity at the greater of
par or a price based on the applicable treasury rate plus 15 basis points.
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