First Data 2011 Annual Report Download - page 42

Download and view the complete annual report

Please find page 42 of the 2011 First Data 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 190

  • 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
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190

Immediately after the effectiveness of such amendments, FDC effected a permanent reduction of the revolving credit
commitments that were subject to the Revolver Extension in an amount equal to $254.1 million.
On April 13, 2011, FDC issued and sold $750 million aggregate principal amount of 7.375% senior secured notes due June 15,
2019. In accordance with the terms of FDC's Amended Credit Agreement, FDC used the net proceeds from the offering to repay
approximately $735 million of its outstanding senior secured term loans, including $0.3 billion of the $5.0 billion that was extended
until 2018 under the Amendment Agreement discussed above.
On August 10, 2010, FDC amended its senior secured credit facilities to, among other things:
(i) allow for FDC to incur additional secured indebtedness or additional unsecured indebtedness so long as certain restrictions
are met pertaining to repayment of existing debt, issuance limits and ranking;
(ii) exclude from the calculation of consolidated senior secured debt (and hence from the maintenance covenant) certain
indebtedness secured by a lien ranking junior to the liens securing FDC's obligations under its senior secured credit facilities;
and
(iii) subject to the requirement to make such offers on a pro rata basis to all lenders within a particular class of loans, allow FDC
to agree with individual lenders to extend the maturity of their term loans or revolving commitments, and for FDC to pay
increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such an
extension.
The August 2010 amendment became effective on August 20, 2010 following FDC's issuance of $510.0 million of 8.875%
senior secured notes and using net cash proceeds of $489.7 million therefrom to prepay a like amount of FDC's secured term loans.
Debt exchange. On December 17, 2010, FDC completed a private exchange offer ( "Debt Exchange"). The following table
presents the results of the debt exchange.
Debt Exchange
Amounts
(in millions)
Notes exchanged
9.875% Senior notes due 2015 $ 2,966.5
10.55% Senior PIK notes due 2015 3,035.1
Total amount exchanged (a) $ 6,001.6
Notes issued
8.25% Senior second lien notes due 2021 $ 1,999.7
8.75%/10.00% PIK toggle senior second lien notes due 2022 1,000.0
12.625% Senior notes due 2021 3,000.0
Total amount issued (a) $ 5,999.7
(a) The difference between the total amount exchanged and the total amount issued relates primarily to a discount of the
notes issued for exchanges subsequent to the early tender date.
The Company has taken a number of steps to extend its debt maturities and intends to extend additional maturity dates as
opportunities allow.
In February 2012, FDC announced its intention to seek amendments to its senior secured credit facilities to, among other things,
(i) convert all or a portion of the Company's existing term loans maturing September 2014 under its senior secured term loan facility
into new dollar- and euro-denominated extended tranches of term loans, maturing March 2017, (ii) provide for certain increases in the
Company's ability to incur indebtedness pursuant to the incremental facility option under its senior secured credit facilities and
(iii) effect certain other changes as provided for in the definitive documentation for the amendments. The effectiveness of the
amendments is subject to certain conditions, including, among other things, the Company issuing senior secured notes in an amount to
be determined within 90 days of the date of the initial effectiveness of the amendment agreement. The net cash proceeds from the
issuance of the notes will be used to prepay a portion of eligible 2017 term loans. As of March 2, 2012, FDC has obtained amendment
approvals from lenders holding more than 50.1% of the commitments and loans under the senior secured credit facilities.
Cash and cash equivalents. Investments (other than those included in settlement assets) with original maturities of three
months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates
40