Debt and Credit Facilities

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt and Credit Facilities

Debt and Credit Facilities

Our total debt outstanding consisted of the amounts set forth in the following table: 

(In millions)	Interest rate		March 31, 2024		December 31, 2023
Short-term borrowings(1)			$	134.6	$	140.7
Current portion of long-term debt(2)			43.5		35.7
Total current debt			178.1		176.4
Term Loan A due March 2027			989.3		1,021.1
Senior Notes due September 2025	5.500	%	399.3		399.1
Senior Secured Notes due October 2026	1.573	%	597.3		597.0
Senior Notes due December 2027	4.000	%	422.7		422.5
Senior Notes due February 2028	6.125	%	765.3		764.8
Senior Notes due April 2029	5.000	%	421.8		421.7
Senior Notes due February 2031	7.250	%	421.0		420.9
Senior Notes due July 2033	6.875	%	446.7		446.7
Other(2)			20.8		20.1
Total long-term debt, less current portion(3)			4,484.2		4,513.9
Total debt(4)			$	4,662.3	$	4,690.3

(1)Short-term borrowings of $134.6 million at March 31, 2024, were comprised of $81.5 million under our European securitization program, $50.0 million under our U.S. securitization program, and $3.1 million of short-term borrowings

from various lines of credit. Short-term borrowings of $140.7 million at December 31, 2023, were comprised of $86.7 million under our European securitization program, $46.5 million under our U.S. securitization program, and $7.5 million of short-term borrowings from various lines of credit.

(2)Current portion of long-term debt included finance lease liabilities of $7.1 million and $6.7 million at March 31, 2024 and December 31, 2023, respectively. Other debt includes long-term liabilities associated with our finance leases of $13.8 million and $12.8 million at March 31, 2024 and December 31, 2023, respectively. See Note 4, "Leases," for additional information on finance and operating lease liabilities.

(3)Amounts are shown net of unamortized discounts and issuance costs of $34.7 million as of March 31, 2024 and $36.9 million as of December 31, 2023.

(4)As of March 31, 2024, our weighted average interest rate on our short-term borrowings outstanding was 5.4% and on our long-term debt outstanding was 5.6%. As of December 31, 2023, our weighted average interest rate on our short-term borrowings outstanding was 5.3% and on our long-term debt outstanding was 5.6%.

Lines of Credit

The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including our revolving credit facility, and the amounts available under our accounts receivable securitization programs.

(In millions)	March 31, 2024		December 31, 2023
Used lines of credit(1)	$	134.6	$	140.7
Unused lines of credit	1,134.9		1,134.7
Total available lines of credit(2)	$	1,269.5	$	1,275.4

(1)Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries.

(2)Of the total available lines of credit, $1,132.0 million was committed as of March 31, 2024.

Amended and Restated Senior Secured Credit Facility

2023 Activity

On February 1, 2023, the Company used proceeds from the incremental term facility under the senior secured credit facilities to finance in part the Liquibox acquisition. We incurred $11.0 million of lender and third party fees included in carrying amounts of outstanding debt. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition.

Senior Notes

2023 Activity

On November 20, 2023, the Company issued $425.0 million aggregate principal amount of 7.250% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will mature on February 15, 2031. Interest is payable on May 15 and November 15 of each year, commencing on May 15, 2024. The 2031 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We capitalized $4.2 million of fees incurred in connection with the 2031 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets.

We may redeem the 2031 Notes, in whole or in part, at any time prior to November 15, 2026, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole premium”. At any time prior to November 15, 2026, we may redeem up to 40% of the aggregate principal amount of the 2031 Notes with the net cash proceeds of certain equity offerings.

The net proceeds from the 2031 Notes offering were used (i) to repurchase all of the Company’s outstanding 5.125% senior notes due 2024 (the "2024 Notes") pursuant to the tender offer commenced by the Company on November 8, 2023 and satisfy and discharge all of the Company's outstanding 2024 Notes in accordance with the terms of the indenture governing the 2024 Notes and to pay related premiums, fees and expenses in connection therewith, and (ii) to the extent of any remaining proceeds

after giving effect to the foregoing transaction, for general corporate purposes. The aggregate repurchase price was $433.7 million, which included the principal amount of $425.0 million, a premium of $7.5 million and accrued interest of $1.2 million. We recognized a pre-tax loss of $8.3 million on the extinguishment, including the premium mentioned above and $0.8 million of accelerated amortization of non-lender fees, included within Other expense, net on our Consolidated Statements of Operations during the year ended December 31, 2023.

On January 31, 2023, the Company issued $775.0 million aggregate principal amount of 6.125% senior notes due 2028 (the "2028 Notes"). The 2028 Notes will mature on February 1, 2028. Interest is payable on February 1 and August 1 of each year, commencing on August 1, 2023. The 2028 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We capitalized $12.2 million of fees incurred in connection with the 2028 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets.

We may redeem the 2028 Notes, in whole or in part, at any time prior to February 1, 2025, at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole premium". On or after February 1, 2025, we may redeem the 2028 Notes, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time prior to February 1, 2025, we may redeem up to 40% of the 2028 Notes using the proceeds of certain equity offerings.

The net proceeds from the 2028 Notes offering were used (i) together with a borrowing under the Company’s incremental term loan facility and cash on hand, to finance the acquisition of all of the issued and outstanding shares of capital stock of Liquibox, including related fees and expenses, (ii) to repurchase all of the Company’s outstanding 4.500% senior notes due 2023 (the “2023 Euro Notes”) pursuant to the tender offer commenced by the Company on January 27, 2023 and satisfy and discharge all of the Company’s outstanding 2023 Euro Notes in accordance with the terms of the indenture governing the 2023 Euro Notes and to pay related premiums, fees and expenses in connection therewith and (iii) to the extent of any remaining proceeds after giving effect to the foregoing transactions, for general corporate purposes. We recognized a pre-tax loss of $4.9 million on the repurchase and cancellation of the 2023 Euro Notes, including a premium of $4.5 million and accelerated amortization of non-lender fees of $0.4 million, within Other expense, net on our Condensed Consolidated Statements of Operations during the first quarter of 2023. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition.

Covenants

Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. Our senior secured credit facilities contain customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum leverage ratio to EBITDA. We were in compliance with the above financial covenants and limitations at March 31, 2024.