Rayovac 2005 Annual Report Download - page 100

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Company incurred approximately $3,100 in new debt
issuance costs, which are being amortized over the
life of the debt using the effective interest method.
On November 23, 2005, the Company entered
into an agreement with Agrium Inc. pursuant to
which the Company will sell its fertilizer technology
and Canadian professional fertilizer products busi-
ness to Agrium for $86,000. Assuming the trans-
action closes, proceeds will be used to reduce
the Company’s outstanding debt. (See Note 17,
Subsequent Events, for further discussion).
The Company’s senior credit facilities (the
“Senior Credit Facilities”) include aggregate facilities
of $1,501,236 consisting of a $651,725 U.S.
Dollar Term Loan which replaced the pre-existing
outstanding amount $257,000 Term C Loan (USD),
a
€
114,000 Term Loan (USD $137,142 at
September 30, 2005) which replaced the pre-
existing outstanding amount
€
102,500 Term Loan, a
new Tranche B
€
281,202 Term Loan (USD
$338,288 at September 30, 2005), a Canadian
Dollar 87,012 Term Loan (USD $74,081 at
September 30, 2005), and a new revolving credit
facility of $300,000 (the “Revolving Credit Facility”)
which replaced the pre-existing $120,000 Revolving
Credit Facility and the
€
40,000 Revolving Credit
Facility. There were no amounts outstanding under
the Revolving Credit Facility at September 30, 2005.
The new Revolving Credit Facility includes foreign
currency sublimits equal to the U.S. Dollar equiva-
lent of
€
25,000 for borrowings in Euros and the U.S.
Dollar equivalent of £10,000 for borrowings in
Pounds Sterling, and the equivalent of borrowings in
Chinese Yuan of $35,000.
Approximately $265,772 remains available under
the Revolving Credit Facility as of September 30,
2005, net of approximately $34,228 of outstanding
letters of credit.
Including the refi nancing mentioned above,
during 2005, the Company made gross payments of
$610,774 on the prior Term Loans, Revolving Credit
Facilities and Senior Subordinated Notes, $470,177
on the new Term Loans, Revolving Credit Facilities
and assumed Senior Subordinated Notes, and
$8,874 on capital leases and other notes and obli-
gations. Additionally, during the same period the
Company’s borrowings included $169,000 under the
prior Revolving Credit Facility and $2,412,378 under
the new Term Loans, new Revolving Credit Facilities
and new Senior Subordinated Notes.
The interest and fees per annum are calculated
on a 365-day year basis for Base Rate loans and
loans denominated in Pounds Sterling. For all other
denominations, interest and fees per annum are cal-
culated on the basis of a 360-day year. The interest
rates per annum applicable to the Senior Credit
Facility are the Eurocurrency Rate plus the Applica-
ble Margin, or at the Company’s option in the case
of advances made in U.S. Dollars, the Base Rate
plus the Applicable Margin. The fees associated with
these facilities were capitalized and are being amor-
tized over the term of the facilities.
In addition to principal payments, the Company
is required to pay a quarterly commitment fee of
0.50% on the unused portion of the Revolving
Credit Facility.
The aggregate scheduled maturities of debt as of
September 30, 2005 are as follows:
2006 $ 39,308
2007 10,476
2008 9,375
2009 9,125
2010 9,173
Thereafter 2,229,876
$2,307,333
Aggregate capitalized lease obligations included
in the amounts above are payable in installments of
$1,413 in 2006, $1,412 in 2007, $1,232 in 2008,
$1,008 in 2009, $1,009 in 2010, and $11,324
thereafter.
The Senior Credit Facilities contain fi nancial
covenants with respect to borrowings, which include
maintaining minimum interest coverage and maxi-
mum leverage ratios. In accordance with the Senior
Credit Facilities, the limits imposed by such ratios
become more restrictive over time. In addition, the
Senior Credit Facilities restrict the Company’s ability
to incur additional indebtedness, create liens, make
investments or specifi ed payments, give guarantees,
pay dividends, make capital expenditures, and enter
into a merger or acquisition or sell assets. Indebt-
edness under these facilities (i) is secured by sub-
stantially all of the assets of the Company, and (ii) is
guaranteed by certain of the Company’s subsidiaries.
2005 Form 10-K Annual Report
Spectrum Brands, Inc.
SPECTRUM BRANDS, INC.80