Vistaprint 2015 Annual Report Download - page 87

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At any time prior to April 1, 2018, we may redeem some or all of the Notes at a redemption price equal to
100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each
case, accrued and unpaid interest to, but not including, the redemption date. In addition, at any time prior to April 1,
2018, we may redeem up to 35% of the aggregate outstanding principal amount of the Notes at a redemption price
equal to 107.0% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the
redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after April 1, 2018,
we may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and
unpaid interest to, but not including, the redemption date.
Senior Secured Credit Facility
As of June 30, 2015, we have a senior secured credit facility of $844,000 as follows:
• Revolving loans of $690,000 with a maturity date of September 23, 2019
• Term loan of $154,000 amortizing over the loan period, with a final maturity date of September 23, 2019
Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on
LIBOR plus 1.50% to 2.25% depending on our leverage ratio, which is the ratio of our consolidated total
indebtedness to our consolidated EBITDA, as defined by the credit agreement. As of June 30, 2015, the weighted-
average interest rate on outstanding borrowings was 2.43%, inclusive of interest rate swap rates. We must also pay
a commitment fee on unused balances of 0.225% to 0.400% depending on our leverage ratio. We have pledged the
assets and/or share capital of several of our subsidiaries as collateral for our outstanding debt as of June 30, 2015.
Our credit agreement contains financial and other covenants, including but not limited to limitations on (1)
our incurrence of additional indebtedness and liens, (2) the consummation of intercompany activities or certain
fundamental organizational changes, for example acquisitions, (3) investments and restricted payments including
the amount of purchases of our ordinary shares or payments of dividends, and (4) the amount of consolidated
capital expenditures that we may make in each of our fiscal years through June 30, 2019. The credit agreement
also contains financial covenants calculated on a trailing twelve month, or TTM, basis that:
• our total leverage ratio, which is the ratio of our consolidated total indebtedness to our TTM
consolidated EBITDA, will not exceed 4.50 to 1.00.
• our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness to
our TTM consolidated EBITDA, will not exceed 3.25 to 1.00.
• our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest
expense, will be at least 3.00 to 1.00.
Additional line of credit
We have an uncommitted line of credit with Santander Bank, N.A, and under the terms of the agreement
we may borrow up to $25,000 at any time, with a maturity date of up to 90 days from the loan origination date.
Under the terms of our uncommitted line of credit, borrowings bear interest at a variable rate of interest that may
change from time to time. As of June 30, 2015 the weighted-average interest rate on outstanding borrowings of
$4,500 was 1.35%.
12. Shareholders’ Equity
Share purchases
On December 11, 2014, we announced that our Supervisory Board authorized the purchase of up to
6,400,000 of our ordinary shares. We have not repurchased any shares under this program through June 30, 2015.
Share-based awards
The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval on June 30,
2011 and allows us to grant share options, share appreciation rights, restricted shares, restricted share units and
other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and
Form 10-K