Borrowings (Tables)
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3 Months Ended |
Mar. 31, 2020 |
Debt Disclosure [Abstract] |
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Schedule of Consolidated Debt and Capital Lease Obligations |
The components of the Company’s consolidated borrowings were as follows (in thousands): | | | | | | | | | | | | | March 31, 2020 | | December 31, 2019 | Encore revolving credit facility | $ | 528,000 | | | $ | 492,000 | | Encore term loan facility | 167,855 | | | 171,677 | | Encore senior secured notes | 292,500 | | | 308,750 | | Encore convertible notes and exchangeable notes | 672,855 | | | 672,855 | | Less: debt discount | (27,264) | | | (30,308) | | Cabot senior secured notes | 1,078,965 | | | 1,129,039 | | Less: debt discount | (1,417) | | | (1,604) | | Cabot senior revolving credit facility | 241,170 | | | 285,749 | | Cabot securitisation senior facilities | 435,099 | | | 464,092 | | Other | 47,924 | | | 54,151 | | Finance lease liabilities | 8,642 | | | 8,121 | | | 3,444,329 | | | 3,554,522 | | Less: debt issuance costs, net of amortization | (39,902) | | | (41,325) | | Total | $ | 3,404,427 | | | $ | 3,513,197 | |
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Schedule of Notes |
The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible and exchangeable senior notes (the “Convertible Notes” or “Exchangeable Notes,” as applicable) ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2020 | | December 31, 2019 | | Maturity date | | Interest rate | 2020 Convertible Notes | $ | 89,355 | | | $ | 89,355 | | | Jul 1, 2020 | | 3.000 | % | 2021 Convertible Notes | 161,000 | | | 161,000 | | | Mar 15, 2021 | | 2.875 | % | 2022 Convertible Notes | 150,000 | | | 150,000 | | | Mar 15, 2022 | | 3.250 | % | Exchangeable Notes | 172,500 | | | 172,500 | | | Sep 1, 2023 | | 4.500 | % | 2025 Convertible Notes | 100,000 | | | 100,000 | | | Oct 1, 2025 | | 3.250 | % | | $ | 672,855 | | | $ | 672,855 | | | | | |
The following table provides a summary of the Cabot senior secured notes ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2020 | | December 31, 2019 | | Maturity date | | Interest rate | Floating rate senior secured notes due 2024 | $ | 441,336 | | | $ | 448,921 | | | Jun 1, 2024 | | EURIBOR +6.375% | | | | | | | | | Senior secured notes due 2023 | 637,629 | | | 680,118 | | | Oct 1, 2023 | | 7.500 | % | | | | | | | | | | $ | 1,078,965 | | | $ | 1,129,039 | | | | | |
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Schedule of Hedge Program for Convertible Notes |
Certain key terms related to the convertible and exchangeable features as of March 31, 2020 are listed below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 Convertible Notes | | 2021 Convertible Notes | | 2022 Convertible Notes | | 2023 Exchangeable Notes | | 2025 Convertible Notes | Initial conversion or exchange price | $ | 45.72 | | | $ | 59.39 | | | $ | 45.57 | | | $ | 44.62 | | | $ | 40.00 | | Closing stock price at date of issuance | $ | 33.35 | | | $ | 47.51 | | | $ | 35.05 | | | $ | 36.45 | | | $ | 32.00 | | Closing stock price date | Jun 24, 2013 | | Mar 5, 2014 | | Feb 27, 2017 | | Jul 20, 2018 | | Sep 4, 2019 | Conversion or exchange rate (shares per $1,000 principal amount) | 21.8718 | | | 16.8386 | | | 21.9467 | | | 22.4090 | | | 25.0000 | | Conversion or exchange date | Jan 1, 2020 | | Sep 15, 2020 | | Sep 15, 2021 | | Mar 1, 2023 | | Jul 1, 2025 |
The details of the hedge program are listed below (in thousands, except conversion price): | | | | | | | | | | | | | | | | | | | 2020 Convertible Notes | | 2021 Convertible Notes | | 2023 Exchangeable Notes | Cost of the hedge transaction(s) | $ | 18,113 | | | $ | 19,545 | | | $ | 17,785 | | Initial conversion or exchange price | $ | 45.72 | | | $ | 59.39 | | | $ | 44.62 | | Effective conversion or exchange price | $ | 61.55 | | | $ | 83.14 | | | $ | 62.48 | |
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Schedule of Balances of the Liability and Equity Components |
The debt and equity components, the issuance costs related to the equity component, the stated interest rate, and the effective interest rate for each of the Convertible Notes and Exchangeable Notes at the time of the original offering are listed below (in thousands, except percentages): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 Convertible Notes(1) | | 2021 Convertible Notes | | 2022 Convertible Notes | | 2023 Exchangeable Notes | | 2025 Convertible Notes | Debt component | $ | 140,247 | | | $ | 143,645 | | | $ | 137,266 | | | $ | 157,971 | | | $ | 91,024 | | Equity component | $ | 32,253 | | | $ | 17,355 | | | $ | 12,734 | | | $ | 14,009 | | | $ | 8,976 | | Equity issuance cost | $ | 1,106 | | | $ | 581 | | | $ | 398 | | | $ | — | | | $ | 224 | | Stated interest rate | 3.000 | % | | 2.875 | % | | 3.250 | % | | 4.500 | % | | 3.250 | % | Effective interest rate | 6.350 | % | | 4.700 | % | | 5.200 | % | | 6.500 | % | | 5.000 | % |
________________________ (1)The Company used a portion of the net proceeds from the issuance of the 2025 Convertible Notes to repurchase approximately $83.1 million aggregate principal amount of its 2020 Convertible Notes. As a result, the remaining principal amount of the 2020 Convertible Notes was $89.4 million as of March 31, 2020. The balances of the liability and equity components of all the Convertible Notes and Exchangeable Notes outstanding were as follows (in thousands): | | | | | | | | | | | | | March 31, 2020 | | December 31, 2019 | Liability component—principal amount | $ | 672,855 | | | $ | 672,855 | | Unamortized debt discount | (27,264) | | | (30,308) | | Liability component—net carrying amount | $ | 645,591 | | | $ | 642,547 | | Equity component | $ | 83,127 | | | $ | 83,127 | |
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Schedule of Interest Expense |
Interest expense related to the Convertible Notes and Exchangeable Notes was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | | | | | | | 2020 | | 2019 | Interest expense—stated coupon rate | | | | | $ | 5,799 | | | $ | 5,337 | | Interest expense—amortization of debt discount | | | | | 3,044 | | | 3,121 | | Interest expense—Convertible Notes and Exchangeable Notes | | | | | $ | 8,843 | | | $ | 8,458 | |
Interest expense related to the Cabot senior secured notes was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | | | | | | | 2020 | | 2019 | Interest expense—stated coupon rate | | | | | $ | 19,417 | | | $ | 19,394 | | Interest expense—amortization of debt discount | | | | | 85 | | | 202 | | Interest expense—Cabot senior secured notes | | | | | $ | 19,502 | | | $ | 19,596 | |
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