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11 Debt
a) Long-term debt
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Carrying Value
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Fair Value
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2006
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2005
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2006
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2005
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6.12%
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Unsecured bridge
loan agreement, maturing and payable on November 30, 2007. Advances
under the loan agreement bear interest at LIBOR plus a margin, for all in rate
of 6.12% at December 31, 2006(i)
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$
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350,000
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$
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$
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350,000
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$
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6.00%
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Unsecured loan,
maturing and payable June 1, 2007. The Company has the option at
maturity to extend the term of the loan to no later than June 1, 2027 at
an interest rate to be negotiated
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14,715
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14,715
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14,744
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14,538
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8.11%
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Unsecured
financing, maturing and payable November 1, 2009. The Company has the option
at maturity to extend the term of the loan to no later than November 1,
2029 at an interest rate to be negotiated
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28,000
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28,000
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29,386
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28,913
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6.875%
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Unsecured
financing, maturing and payable May 1, 2010. The Company has the option at
maturity to extend the term of the loan to no later than May 1, 2030 at an
interest rate to be negotiated
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10,000
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10,000
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10,206
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9,872
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6.11%
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Unsecured term
loan agreement, maturing and payable on December 2, 2011. Quarterly
principal payments of $3,125 are required beginning March 31, 2007.
Advances under the loan agreement bear interest at LIBOR plus a margin, for
all in rate of 6.11% at December 31, 2006(i)
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250,000
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250,000
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8.75%
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Unsecured notes,
maturing and payable June 1, 2013. The Company has the option to
redeem the notes after June 1, 2008 for a premium declining ratably
to par at June 1, 2011
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143,855
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143,855
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154,914
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158,240
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Financing lease(ii)
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116,484
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120,597
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97,537
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103,060
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913,054
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317,167
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$
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906,787
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314,623
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Less current portion
of long-term debt
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(33,379
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)
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(4,114
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)
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$
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879,675
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$
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313,053
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Fair value of debt
has been estimated on the basis described in Note 3.
(i) In 2006,
the Company entered into a five year $250,000 term loan which bears interest at
LIBOR plus a margin dependent on the Companys credit rating. The Company also
entered into a 364-day $350,000 bridge loan agreement. The bridge loan has been
classified as long-term as the Company could refinance the loan by drawing
under the unsecured revolving credit facility which matures in December 2011. The
Company incurred $6,237 in debt issue costs related to the financings for net
proceeds of $593,763.
(ii) In October
2000, the Company completed the sale and leaseback of certain of its Montpelier
Steelworks production equipment for cash proceeds of $150,000. The implicit
interest rate in the lease is 7.28%, with variable amount semi-annual payments
required in January and July each year. The Company has options, but is not
obligated, to purchase the equipment after seven and ten years for
predetermined amounts and at the end of the 15-year lease term for the fair
market value of the equipment, subject to a residual guarantee of $37,500 which
has been included in the minimum lease payment requirements shown below.
Anticipated
minimum lease payment requirements on the financing lease are as follows:
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2007
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$
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14,378
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2008
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15,531
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2009
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15,532
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2010
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15,531
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2011
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15,531
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2012 - 2015
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92,225
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168,728
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Less amount representing interest:
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52,244
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$
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116,484
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Minimum
payment requirements on long-term debt arrangements, without exercising the
options to extend the terms outstanding, are as follows:
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2007
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$
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27,215
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2008
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12,500
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2009
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40,500
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2010
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22,500
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2011
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200,000
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302,715
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2012 - 2017
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493,855
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$
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796,570
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b) Bank lines
of credit
In 2006 the Company entered into a new five year
unsecured revolving credit facility maturing in December 2011 that provides for
up to $500 million in revolving loans. Up to the equivalent of $200,000 of the
new facility is available for Canadian or U.S. dollar loans under a sub-limit
for Canadian Borrowers. The new credit facility may be increased by up to $500
million at the election of the Company in accordance with the terms set forth
in the credit agreement.
At December 31, 2006, borrowings totaling U.S. $45,000
were outstanding and letters of credit of CDN $19,281 and US $13,668 have been
issued against the credit facility. The revolving credit facility bears
interest at spreads over the U.S. base rate and U.S. dollar LIBOR with separate
terms for the U.S. $200,000 Canadian sub-limit which has spreads over the
Canadian prime rate, the U.S. base rate, Canadian Bankers Acceptances
Reference Discount Rate or U.S. dollar LIBOR. Spreads are referenced to a
grid-based interest pricing based upon the credit rating of the Companys
senior unsecured long-term debt. The credit facility includes customary
financial and other covenants, including a limit on the ratio of debt to total
capital of 60%, a limit on the Companys ability to pledge Company assets, and
a limit on consolidations, mergers and sales of assets.
In connection with entering the new credit facility on
December 1, 2006, the Company terminated a $150 million multi-currency
revolver that was scheduled to mature on November 19, 2007. There were no
borrowings under the terminated revolver other than letters of credit
outstanding of CDN $11,580 and U.S. $3,775.
c) Covenants
At December 31,
2006, the Company was in compliance with all financial and other covenants
under our debt arrangements.
d) The 8.75% unsecured notes were issued by
IPSCO Inc. (the parent). The notes are guaranteed by all subsidiaries on a full
and unconditional and joint and several basis. All subsidiaries are 100% owned
and the parent Company has no independent assets or operations. There are no
restrictions on the ability of the parent to obtain funds from its subsidiary
guarantors.
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