First Data 2012 Annual Report Download - page 84

FIRST DATA CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Up to $500 million of the senior secured revolving credit facility is available for letters of credit (of which $45.1 million and
$45.0 million of letters of credit were issued under the facility as of December 31, 2012 and 2011, respectively). As of December 31,
2012, $1,470.2 million remained available.
Interest is payable at a rate equal to, at FDC’ s option, either (a) LIBOR for deposits in the applicable currency plus an applicable
margin or (b) the higher of (1) the prime rate of Credit Suisse and (2) the federal funds effective rate plus 0.50%, plus an applicable
margin. The weighted-average interest rates were 5.25% and 5.8% for the years ended December 31, 2012 and 2011, respectively. The
commitment fee rate for the unused portion of this facility ranges from 0.50% to 0.75% per year.
Senior Secured Term Loan Facility. The Company has amounts outstanding under its senior secured term loan facility under
separate tranches as shown in the table below. A portion of each tranche is denominated in euro with the exception of the
September 2018 term loan. Interest is payable based upon LIBOR or euro LIBOR plus an applicable margin as shown in the table
below.
As of December 31, 2012, FDC held interest rate swaps to mitigate exposure to variability in interest payments on the
outstanding variable rate senior secured term loan. Refer to Note 6 of these Consolidated Financial Statements for a discussion of the
Company’ s derivatives.
The original terms of FDC’ s senior secured term loan facility required the Company to pay equal quarterly installments in
aggregate annual amounts equal to 1% of the original principal amount. However, in conjunction with debt modifications and
amendments over the last several years, proceeds from the issuance of the notes were used to prepay portions of the principal balances
of FDC’ s senior secured term loans which satisfied the future quarterly principal payments until September 2018. Therefore, the
Company made no principal payments during 2011 or 2012. During 2010, the Company paid $96.2 million of principal payments on
the senior secured term loan facility in accordance with the original provisions, of which $89.2 million related to the U.S. dollar-
denominated loan and $7.0 million related to the euro-denominated loan.
The senior secured term loan facility also requires mandatory prepayments based on a percentage of excess cash flow generated
by FDC. All obligations under the senior secured loan facility are fully and unconditionally guaranteed by substantially all domestic,
wholly-owned subsidiaries of FDC, subject to certain exceptions.
2012 Modifications and Amendments to the Senior Secured Credit Facilities. On March 13, 2012, FDC amended its credit
agreement to, among other things:
(i) convert approximately $3.2 billion of the existing term loans maturing in 2014 (the “2014 Term Loans”) under FDC’ s senior
secured term credit facilities into a new dollar-denominated term loan tranche and a new euro-denominated term loan tranche,
which will each mature on March 24, 2017 (collectively, the “2017 Term Loans”);
(ii) permit FDC to provide a loan extension request upon such shorter notice period as may be agreed by the administrative
agent;
(iii) permit the deduction of fees and expenses related to any loan extensions from the net cash proceeds of any substantially
concurrent debt offering related thereto that are being used to repay term loans under its senior secured credit facilities;
(iv) increase the Maximum Incremental Facilities Amount (as defined in the Amended Credit Agreement) by the amount of
outstanding 2014 Term Loans, provided such increased amount may only be used for the incurrence of indebtedness the net
cash proceeds of which are substantially concurrently used to prepay 2014 Term Loans;
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U.S. dollar-denominated term loan Euro-denominated term loan (U.S. dollar equivalent) Totals
As of December 31, As of December 31, As of December 31,
(in millions) 2012 2011 Rate 2012 2011 Rate 2012 2011
Due September 24, 2014 $ 130.7 $ 6,154.2 LIBOR + 275 bps $ 123.2 $ 400.7 euro LIBOR + 275 bps $ 253.9 $ 6,554.9
Due March 24, 2017 $ 2,424.2 LIBOR + 500 bps $ 234.4 euro LIBOR + 500 bps $ 2,658.6
Due March 24, 2018 $ 4,225.1 $ 4,225.3 LIBOR + 400 bps $ 408.2 $ 400.9 euro LIBOR + 400 bps $ 4,633.3 $ 4,626.2
Due September 24, 2018 $ 728.6 LIBOR + 500 bps $ 728.6