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Debt
6 Months Ended
Jun. 30, 2017
Debt [Abstract]  
Debt

18Debt



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

Carrying amount



 

 

June 30,

 

December 31,



 

2017 

 

 

2016 

Short-term debt

$

14,110 

 

$

23,912 



 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 



 

 

 

 

 

 

 



Revolving loans:

 

 

 

 



 

Denominated in Canadian dollars, unsecured, bearing interest at a weighted

 

 

 

 

 



 

average rate of 2.380%, due in monthly installments of interest only, with the

 

 

 

 

 



 

committed, revolving credit facility available until October 2021

 

 -

 

 

69,926 



 

Denominated in United States dollars, unsecured, bearing interest at a weighted

 

 

 

 

 



 

average rate of 2.075%, due in monthly installments of interest only, with the

 

 

 

 

 



 

committed, revolving credit facility available until October 2021

 

 -

 

 

30,000 



Delayed draw term loan:

 

 

 

 



 

Denominated in Canadian dollars, secured, bearing interest at a weighted

 

 

 

 

 



 

average rate of 2.350%, due in monthly installments of interest only and

 

 

 

 

 



 

quarterly installments of principal, with the committed credit facility,

 

 

 

 

 -



 

available until October 2021

 

184,113 

 

 

 



 

Denominated in United States dollars, secured, bearing interest at a weighted

 

 

 

 

 



 

average rate of 2.551%, due in monthly installments of interest only and

 

 

 

 

 



 

quarterly installments of principal, with the committed credit facility,

 

 

 

 

 



 

available until October 2021

 

148,250 

 

 

 



 

Less: unamortized debt issue costs

 

(4,545)

 

 

 



Senior unsecured notes:

 

 

 

 



 

Bearing interest at 5.375% due in semi-annual installments, with the full

 

 

 

 

 



 

amount of principal due in January 2025

 

500,000 

 

 

500,000 



 

Less: unamortized debt issue costs

 

(13,505)

 

 

(4,220)



 

 

 

814,313 

 

 

595,706 



 

 

 

 

 

 

 

Total debt

$

828,423 

 

$

619,618 



 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

Current portion

$

16,618 

 

$

 -

Non-current portion

 

797,695 

 

 

595,706 



$

814,313 

 

$

595,706 



On October 27, 2016, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, and Bank of America, N.A. (“BofA”), as administrative agent which provides the Company with:



·

Multicurrency revolving facilities of up to $675,000,000 (the “Multicurrency Facilities”);

·

A delayed draw term loan facility of up to $325,000,000 (the “Delayed-Draw Facility); and together with the Multicurrency Facilities, the (“Syndicated Facilities”) and

·

At the Company’s election and subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or increases to the Multicurrency Facilities in an aggregate amount of up to $50,000,000.



18Debt (continued)

The Company may use the proceeds from the Multicurrency Facilities for general corporate purposes. The amount available pursuant to the Delayed-Draw Facility is only available to finance the acquisition of IronPlanet and will not be available for other corporate purposes upon repayment of amounts borrowed under that facility. On May 31, 2017, the Company borrowed $325,000,000 under the Delayed-Draw Facility to finance the acquisition of IronPlanet. The Delayed-Draw Facility amortizes in equal quarterly installments in an annual amount of 5% for the first two years and 10% in the third through fifth years, with the balance payable at maturity. Upon the closing of the acquisition the Syndicated Facilities became secured by the assets of the Company and certain of its subsidiaries in Canada and the United States. The Syndicated Facilities may become unsecured again, subject to the Company meeting specified credit rating or leverage ratio conditions.



The Company has incurred debt issue costs of $9,529,000 in connection with the Syndicated Facilities, of which $4,691,000 was allocated to the Multicurrency Facilities and $4,838,000 was allocated to the Delayed-Draw Facility. As the former allocation is not related to specific draws, the costs have been capitalized as other non-current assets and are being amortized over the term of the Syndicated Facilities. For the later allocation, the costs have been capitalized and reduce the carrying value of the delayed draw term loans to which they relate. At June 30, 2017, the Company had unamortized deferred debt issue costs relating to the Multicurrency Facilities of $4,168,000 (December 31, 2016: $6,182,000 relating to the Syndicated Facilities) and unamortized deferred debt issue costs of $4,545,000 relating to the delayed draw term loans.



On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (the “Notes”). Interest on the Notes is payable semi-annually. The proceeds from the offering were held in escrow until completion of the acquisition of IronPlanet. On May 31, 2017, the funds were released from escrow to finance the acquisition of IronPlanet. The Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by each of the Company’s subsidiaries that is a borrower or guarantees indebtedness under the Credit Agreement. IronPlanet and certain of its subsidiaries were added as additional guarantors in connection with the acquisition of IronPlanet.



The Company has incurred debt issue costs of $13,883,000 in connection with the offering of the Notes. At June 30, 2017, the Company had unamortized deferred debt issue costs relating to the Notes of $13,505,000 (December 31, 2016: $4,220,000)



Short-term debt at June 30, 2017 is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and have a weighted average interest rate of 2.4%  (December 31, 2016:  2.2%).



As at June 30, 2017, the Company had available committed revolving credit facilities aggregating $658,122,000 of which $646,926,000 is available until October 27, 2021.