Debt

3 Months Ended

Mar. 31, 2022

Debt

Debt

17.    Debt

	Carrying amount
	March 31,		December 31,
	2022		2021
Short-term debt	$	22,083	$	6,147
Long-term debt:
Revolving facilities and delayed-draw term loan facility:
Delayed-draw term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.30%, due in monthly installments of interest only, maturing in September 2026		95,044		93,283
Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026		-		46,206
Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026		-		56,492
Long-term revolver loan denominated in U.S. dollars, secured, bearing interest at a weighted average rate of 1.89%, due in monthly installments of interest only, maturing in September 2026		57,000		117,000
Less: unamortized debt issue costs		(437)		(463)
Senior unsecured notes:
Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025 (the "2016 Notes")		500,000		500,000
Less: unamortized debt issue costs		(5,027)		(5,469)
Bearing interest at 4.75% due in semi-annual installments, with the full amount of principal due in December 2031 (the "2021 USD Notes")		600,000		600,000
Less: unamortized debt issue costs		(2,603)		(1,948)
Bearing interest at 4.95% due in semi-annual installments, with the full amount of principal due in December 2029 (the "2021 CAD Notes")		339,755		333,464
Less: unamortized debt issue costs		(1,748)		(1,127)
Total long-term debt		1,581,984		1,737,438
Total debt	$	1,604,067	$	1,743,585
Long-term debt:
Current portion	$	3,564	$	3,498
Non-current portion		1,578,420		1,733,940
Total long-term debt	$	1,581,984	$	1,737,438

As at March 31, 2022, the Company had unused committed revolving credit facilities aggregating $662,519,000 that are available until September 2026 subject to certain covenant restrictions, unused uncommitted revolving credit facilities aggregating $5,000,000 that are available until October 2023, and unused uncommitted revolving credit facilities aggregating $5,000,000 with no maturity date. The Company was in compliance with all financial and other covenants applicable to the credit facilities at March 31, 2022.

17.    Debt (continued)

Short-term debt

Short-term debt is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and has a weighted average interest rate of 2.3% (December 31, 2021: 1.8%).

Long-term debt

a) Revolving facilities and delayed-draw term loan facility

During 2016, the Company entered into a credit agreement with a syndicate of lenders. The credit agreement is comprised of multicurrency revolving facilities (the “Revolving Facilities”) and a delayed-draw term loan facility (the “DDTL Facility”, together with the Revolving Facilities, the “Facilities”). The credit agreement has been most recently amended in September 2021, which, among other things i) extended the maturity date of the Facilities from October 27, 2023 to September 21, 2026, (ii) increased the total size of the Facilities provided under the Credit Agreement to up to $1,045,000,000, including $295,000,000 of commitments under the DDTL Facility, (iii) reduced the applicable margin for base rate loans and LIBOR loans at each pricing tier level, (iv) reduced the applicable percentage per annum used to calculate the commitment fee in respect of the unused commitments under the Facilities at each pricing tier level, and (v) included customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate.

Immediately prior to the amendment, the aggregate principal amount outstanding under the DDTL Facility was $90,000,000 ($118,889,995 Canadian dollars). In connection with the amendment, the Company refinanced that amount with the proceeds from a borrowing under the DDTL Facility. There are no mandatory principal repayments of borrowings under the DDTL Facility until the earlier of when the remaining $205,000,000 is drawn or Q3 2022. The remaining DDTL Facility commitment is available to be drawn until June 28, 2022. Once principal payments become mandatory, they are subject to an annual amortization rate of 5%, payable in quarterly installments, with the balance payable at maturity.

As of March 31, 2022, the Company had unamortized deferred debt issue costs relating to the Facilities of $5,584,000.

b) Senior unsecured notes

2016 Notes

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 “2016 Notes”). Interest on the 2016 Notes is payable semi-annually. The 2016 Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by certain of the Company’s subsidiaries. IronPlanet, Rouse, SmartEquip, and certain of their respective subsidiaries were added as additional guarantors in connection with the acquisitions of IronPlanet, Rouse and SmartEquip, respectively.

2021 Notes

On December 21, 2021, the Company completed the offering of two series of senior notes: (i) $600,000,000 aggregate principal amount of 4.750% senior notes due December 15, 2031 (the “2021 USD Notes”) and (ii) $425,000,000 Canadian dollar aggregate principal amount of 4.950% senior notes due December 15, 2029 ( the “2021 CAD Notes”, and together with the 2021 USD Notes, the “2021 Notes”).

The gross proceeds from the 2021 Notes offering together with certain additional amounts including prepaid interest were placed into escrow accounts and were expected to be held in escrow until the completion of the proposed Euro Auctions Acquisition. As of March 31, 2022, the 2021 Notes are recorded on the consolidated balance sheet in non-current restricted cash and included in long term debt. As a result of the Company’s decision that it is discontinuing the Phase 2 review by the CMA, effective as of May 4, 2022, the Company redeemed all of the outstanding 2021 Notes at a redemption price equal to 100% of the original offering price of the 2021 Notes, plus accrued and unpaid interest. (Note 5(b) and Note 24).

17.    Debt (continued)

(b) Senior unsecured notes (continued)

2021 Notes (continued)

The Company intended to use the net proceeds from the offering of the 2021 Notes, together with proceeds from its DDTL Facility, to fund the consideration payable of the Euro Auctions Acquisition and any related fees and expenses.

The Company has incurred total debt issuance costs of $2,663,000 in connection with the offering of the 2021 USD Notes, and $1,779,000 in connection with the offering of the 2021 CAD Notes. Additionally, as a result of the Company’s decision to discontinue the Phase 2 review by the CMA, the Company will not be required to pay fees of approximately $10,000,000 to Goldman Sachs Bank USA Bank and certain other financial institutions, which was due when the proceeds were to be released from escrow to finance the Euro Auctions Acquisition.