Western Union 2012 Annual Report Download - page 131

THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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On August 22, 2011, the Company issued $400.0 million of aggregate principal amount of unsecured notes due August 22,
2018 (“2018 Notes”). 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 (“2013 Notes”). 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. The Company has the ability to use
existing financing sources, including the Revolving Credit Facility or commercial paper program, and cash, including cash generated
from operations and proceeds from the 2015 Notes and 2017 Notes to repay this debt obligation.
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.
The 2020 Notes were originally issued in reliance on exemptions from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”). On October 8, 2010, the Company exchanged the 2020 Notes for notes registered under
the Securities Act, pursuant to the terms of a Registration Rights Agreement.
On February 26, 2009, the Company issued $500.0 million of aggregate principal amount of unsecured notes due February
26, 2014 (“2014 Notes”). Interest with respect to the 2014 Notes is payable semi-annually on February 26 and August 26 each
year based on the fixed per annum interest rate of 6.500%. The 2014 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 2014 Notes at any time prior to maturity at the greater of par or a price
based on the applicable treasury rate plus 50 basis points.
On November 17, 2006, the Company issued $1.0 billion aggregate principal amount of 5.400% Notes due 2011 (“2011
Notes”) and $500.0 million aggregate principal amount of 6.200% Notes due 2036 (“2036 Notes”). The 2011 Notes were redeemed
upon maturity in November 2011.