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During 1999, the Company formed a joint venture with Temple to
own and operate a containerboard mill located in Newport, Indiana.
Upon formation, the joint venture, Premier Boxboard Limited LLC
(PBL), undertook a $82,000,000
project to modify the mill to enable it to produce a new lightweight
gypsum facing paper along with other containerboard grades. PBL
is operated as a joint venture managed by the Company. The modified
mill began operations on June 27, 2000. The Company and Temple each
have a 50 percent interest in the joint venture, which is being
accounted for under the equity method of accounting. There were
no distributions in 2000 and 1999, respectively. Expenses related
to the joint venture were not material in 1999. The Companys
equity interest in the net loss of PBL for 2000 was approximately
$740,000.
Under the joint venture agreement, the Company contributed $50,000,000
to the joint venture during the second quarter of 2000 and Temple
contributed the net assets of the mill valued at approximately $98,000,000,
and received $50,000,000 in notes issued by PBL. In addition, the
Company has guaranteed one-half of a revolving line of credit obtained
by PBL. At December 31, 2000, the Companys portion of this
guaranteed debt totaled approximately $15,000,000. The Companys
guarantee of PBLs revolving line of credit contains financial
maintenance covenants, and PBLs revolving line of credit contains
a cross-default to these covenants. At December 31, 2000, the Company
was not in compliance with certain financial maintenance covenants
(Note 5), and the PBL line of credit was in default based on this
cross-default. Waivers for the Companys non-compliance with
the financial maintenance covenants and the related cross-default
were received from PBLs lender, and the financial maintenance
covenants were amended on a going-forward basis.
In addition, the default under the PBL line of credit caused a
cross-default under the $50,000,000 notes issued by PBL. The holders
of these notes have waived this cross-default.
Summarized financial information for PBL at December 31, 2000 and
for the year then ended is as follows (in thousands):
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During 1998, the Company registered with the Securities and Exchange
Commission a total of $300,000,000 in public debt securities for
issuance in one or more series and with such specific terms as to
be determined from time to time. On June 1, 1999, the Company issued
$200,000,000 in aggregate principal amount of its 7 3/8 percent
notes due June 1, 2009. The 7 3/8 percent notes were issued at a
discount to yield an effective interest rate of 7.473 percent and
pay interest semiannually. The 7 3/8 percent notes are unsecured
obligations of the Company. Proceeds, net of the issuance discount
and after deducting underwriting and other costs, were $196,733,000
and were largely used to repay revolving credit loans.
The senior notes dated October 8, 1992 (the Notes)
are payable to an insurance company in five equal annual installments
of $16,550,000, the first of which was paid on October 8, 2000.
Interest on the Notes accrues at 7.74 percent and is payable semiannually.
The Notes also provide for optional prepayments, in whole or in
part, with a penalty, as defined, during specified periods.
The Notes and senior credit facility contain certain restrictive
covenants on the part of the Company, including (but not limited
to) the acquisition of or investment in businesses, sales of assets,
incurrence of additional indebtedness, capital expenditures, maintenance
of certain leverage and interest coverage ratios (as defined), investments
and minimum working capital requirements. As of December 31, 2000,
the Company was not in compliance with certain covenants that the
lenders waived through the first quarter of 2001.
On March 22, 2001, the Company obtained commitments and executed
an agreement for the issuance of $285,000,000 of 9 7/8 percent senior
subordinated notes due April 1, 2011 and $29,000,000 of 7 1/4 percent
senior notes due May 1, 2010 (collectively, the subsequent
financing). These senior subordinated notes and senior notes
will each be issued at a discount to yield effective interest rates
of 10.5 percent and 9.4 percent, respectively. Under the terms of
the agreement, the Company will receive aggregate proceeds, net
of issuance costs, of approximately $291,350,000 prior to March
31, 2001. Proceeds from the subsequent financing will be used primarily
to repay borrowings outstanding under the senior credit facility
and the Notes. In connection with the repayment of the Notes, the
Company will incur a prepayment penalty of approximately $3,600,000.
The subsequent financing will be unconditionally guaranteed, jointly
and severally, by all of the Companys subsidiaries, except
for one domestic subsidiary that is not wholly owned and the Companys
foreign subsidiaries. The non-guarantor subsidiaries, individually
and in the aggregate, are deemed by management to be minor in respect
to the Companys total assets, shareholders equity, revenues
and income from continuing operations before income taxes.
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5. Senior Credit Facility and Other
Long-Term Debt
The Company has a $400,000,000 five-year bank senior credit facility
that matures in July 2002. Interest under the senior credit facility
is computed using the Companys choice of (a) the Eurodollar
rate plus a margin or (b) the higher of (i) the federal funds rate
plus a margin or (ii) the banks prime lending rate. Currently,
the interest margin above the Eurodollar rate is computed on the
basis of the Companys consolidated leverage ratio. As of December
31, 2000 and 1999, borrowings of $194,000,000 and $140,000,000,
respectively, were outstanding under the senior credit facility
at weighted average interest rates of 7.27 percent and 6.45 percent,
respectively. As of December 31, 2000, the Company was not in compliance
with certain covenants that the lenders waived through the first
quarter of 2001.
Additionally, at December 31, 2000 and 1999, other long-term debt
consisted of the following (in thousands):
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