Western Union 2013 Annual Report Download - page 245

2013 FORM 10-K
THE WESTERN UNION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
135
Commercial Paper Program
Pursuant to the Company’s commercial paper program, the Company may issue unsecured commercial paper notes in an
amount not to exceed $1.5 billion outstanding at any time, reduced to the extent of borrowings outstanding on the Company’s
Revolving Credit Facility in excess of $150 million. The Commercial Paper Notes may have maturities of up to 397 days from
date of issuance. The Company had no commercial paper borrowings outstanding as of December 31, 2013 and 2012. During the
year ended December 31, 2012, the average commercial paper balance outstanding was $161.3 million and the maximum balance
outstanding was $422.8 million. Proceeds from the Company’s commercial paper borrowings were used for general corporate
purposes.
Revolving Credit Facility
On September 23, 2011, the Company entered into a credit agreement which expires January 2017 providing for unsecured
financing facilities in an aggregate amount of $1.65 billion, including a $250.0 million letter of credit sub-facility and a $150.0
million swing line sub-facility ("Revolving Credit Facility"). The Revolving Credit Facility contains certain covenants that, among
other things, limit or restrict the Company’s ability to sell or transfer assets or merge or consolidate with another company, grant
certain types of security interests, incur certain types of liens, impose restrictions on subsidiary dividends, enter into sale and
leaseback transactions, or incur certain subsidiary level indebtedness, subject to certain exceptions. The Company is required to
maintain compliance with a consolidated interest coverage ratio covenant. The Revolving Credit Facility supports borrowings
under the Company’s $1.5 billion commercial paper program.
Interest due under the Revolving Credit Facility is fixed for the term of each borrowing and is payable according to the terms
of that borrowing. Generally, interest is calculated using a selected LIBOR rate plus an interest rate margin of 100 basis points. A
facility fee of 12.5 basis points is also payable quarterly on the total facility, regardless of usage. Both the interest rate margin and
facility fee percentage are based on certain of the Company’s credit ratings.
As of and during the years ended December 31, 2013 and 2012, the Company had no outstanding borrowings under the
Revolving Credit Facility.
Notes
On November 22, 2013, the Company issued $250.0 million of aggregate principal amount of unsecured notes due May 22,
2019. Interest with respect to the 2019 Notes is payable semi-annually in arrears on May 22 and November 22 of each year,
beginning on May 22, 2014, based on the fixed per annum rate of 3.350%. The interest rate payable on the 2019 Notes will be
increased if the debt rating assigned to the note is downgraded by an applicable credit rating agency, beginning at a downgrade
below investment grade. However, in no event will the interest rate on the 2019 Notes be increased by more than 2.00% above
3.350% per annum. The interest rate payable on the 2019 Notes may also be adjusted downward for debt rating upgrades subsequent
to any debt rating downgrades but may not be adjusted below 3.350% per annum. The 2019 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. The Company may redeem the 2019 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 August 22, 2013, the Company issued $250.0 million of aggregate principal amount of unsecured floating rate notes due
August 21, 2015. Interest with respect to the 2015 Floating Rate Notes is payable quarterly in arrears on each February 21, May
21, August 21 and November 21, beginning November 21, 2013, at a per annum rate equal to the three-month LIBOR plus 1.0%
(reset quarterly). The 2015 Floating Rate 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.