Graco 2010 Annual Report Download - page 63

Newell Rubbermaid Inc. 2010 Annual Report
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NEWELL RUBBERMAID 2010 Annual Report 59
unpaid interest to the date of redemption. The redemption price is equal to the greater of (1) 100% of the principal amount of the
Notes being redeemed on the redemption date and (2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of any payments of interest accrued through the date of the redemption),
discounted to the date of redemption on a semi-annual basis at a specified rate. The Notes also contain a provision that allows
holders of the Notes to require the Company to repurchase all or any part of the Notes if a change of control triggering event
occurs. Under this provision, the repurchase of the Notes will occur at a purchase price of 101% of the outstanding principal
amount, plus accrued and unpaid interest, if any, on such Notes to the date of repurchase. The Notes are classified as long-term
debt in the Company’s Consolidated Balance Sheet at December 31, 2010 based on their 2020 maturity date.
In March 2009, the Company completed the offering and sale of $300.0 million aggregate principal amount of 10.60% senior
unsecured notes with a maturity of April 2019 (the “10.60% Notes”). Interest on the Notes is payable semi-annually on April 15
and October 15. The Company realized net proceeds from the offering of the 10.60% Notes of $290.2 million, which were used
to complete the 2009 Tender Offers (as such term is defined below) and for general corporate purposes. In connection with the
Plan, the Company conducted and completed a cash tender offer (the “Tender Offer”) in August 2010 through which it repurchased
$279.3 million of the $300.0 million aggregate principal amount outstanding of 10.60% Notes. The Company repurchased the
10.60% Notes at a fixed cash purchase price of $1,437.50 per $1,000 principal amount of the Notes and also paid all accrued and
unpaid interest on the Notes repurchased pursuant to the Tender Offer. As a result of premiums paid and fees incurred associated
with the Tender Offer and the write-off of unamortized issuance costs, the Company recorded a pretax loss of $131.4 million,
which is reflected in losses related to extinguishments of debt in the Consolidated Statements of Operations for the year ended
December 31, 2010. The $402.2 million cash paid to complete the Tender Offer is included as payments on and for the settlement
of notes payable and debt in the Consolidated Statement of Cash Flows for the year ended December 31, 2010. The remaining
$20.7 million principal amount outstanding of the 10.60% Notes is classified as long-term debt due to its maturity in 2019.
In 2009, the Company conducted and completed tender offers through which it repurchased $180.1 million of the $250.0 million
aggregate principal amount outstanding of 4.625% notes due December 2009 and $144.9 million of the $250.0 million aggregate
principal amount outstanding of 4.000% notes due May 2010 (the “2009 Tender Offers”). As a result of premiums paid and fees
incurred associated with the 2009 Tender Offers, the Company recorded a pretax loss of $4.7 million, which is included in losses
related to extinguishments of debt in the Consolidated Statements of Operations for the year ended December 31, 2009. The
$329.7 million paid to complete the 2009 Tender Offers is included as payments on and for the settlement of notes payable and
debt in the Consolidated Statement of Cash Flows for the year ended December 31, 2009. The Company repaid the remaining
$69.9 million principal amount outstanding of the $250.0 million 4.625% notes in December 2009 and the remaining $105.1 million
principal amount outstanding of the $250.0 million 4.000% notes in May 2010.
In March 2008, the Company completed the offering and sale of senior unsecured notes, consisting of $500.0 million in 5.50%
senior unsecured notes with a maturity of April 15, 2013 and $250.0 million in 6.25% senior unsecured notes with a maturity of
April 15, 2018 (collectively, the “Senior Unsecured Notes”). Interest on the Senior Unsecured Notes is payable semi-annually on
April 15 and October 15. Net proceeds from this offering were used to fund acquisitions, repay debt and for general corporate
purposes. The Senior Unsecured Notes are unsecured and unsubordinated obligations of the Company and equally ranked with
all of its existing and future senior unsecured debt. The Senior Unsecured Notes may be redeemed by the Company at any time,
in whole or in part, at a redemption price plus accrued interest to the date of redemption. The redemption price is equal to the
greater of (i) 100% of the principal amount of the Senior Unsecured Notes being redeemed or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest thereon (not including any portion of any payments of interest
accrued through the date of the redemption), discounted to the date of redemption on a semi-annual basis at a specified rate.
The Senior Unsecured Notes also contain a provision that allows holders of the Senior Unsecured Notes to require the Company
to repurchase all or any part of the Senior Unsecured Notes if a change of control triggering event occurs. Under this provision,
the repurchase of the Senior Unsecured Notes will occur at a purchase price of 101% of the outstanding principal amount, plus
accrued and unpaid interest, if any, on such Senior Unsecured Notes to the date of purchase. The Senior Unsecured Notes are
classified as long-term debt in the Company’s Consolidated Balance Sheet at December 31, 2010 and 2009 based on their April
2013 and April 2018 maturity dates.
In July 2008, note holders owning $65.0 million of the Company’s $75.0 million of outstanding medium-term notes, issued in
July 1998 and due July 2028, exercised their put option, which entitled the holders of the notes to require the Company to repay
the notes at par. As a result, the Company repaid $65.0 million of the outstanding notes in July 2008. The remaining $10.0 million
were not put to the Company and continue to bear interest at 6.11% through maturity in July 2028. The Company utilized its
commercial paper program to fund the redemption of the notes. The $10.0 million of outstanding notes are classified as long-term
debt in the Company’s Consolidated Balance Sheet at December 31, 2010 and 2009 based on their July 2028 maturity date.
In July 2008, the Company redeemed its $250.0 million of Reset notes due July 2028, and recorded a loss on the extinguishment
of the Reset notes of $52.2 million associated with the purchase of the remarketing option embedded in the Reset notes. The
Company utilized its commercial paper program to fund the redemption of the Reset notes and the purchase of the remarketing
option. The loss on extinguishment of $52.2 million is included in losses related to extinguishments of debt in the Consolidated
Statement of Operations for the year ended December 31, 2008. The $302.2 million aggregate amount paid to redeem the Reset
notes is included as payments on and for the settlement of notes payable and debt in the Consolidated Statement of Cash Flows
for the year ended December 31, 2008. The Company did not have any Reset notes outstanding as of December 31, 2010 or 2009.
As of December 31, 2010, the Company has one additional series of medium-term notes with aggregate principal amount of
$250.0 million outstanding with a coupon rate of 6.75% that matures in March 2012.