Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt

Components of debt obligations

The Company’s debt obligations consist of the following as of December 31, 2019 and 2018 (dollars in millions):

	2019		2018
US Dollar revolving loan under the 2015 Credit Agreement	$	—	$	111.6
US Dollar notes under the 2012 Note Purchase Agreement		205.0		220.0
CHF Dollar notes under the 2019 Note Purchase Agreement		306.8		—
US Dollar notes under the 2019 Term Loan		300.0		—
Unamortized debt issuance costs		(2.6)		(0.5)
Other revolving loans		—		2.9
Capital lease obligations and other loans		4.1		7.1
Total debt		813.3		341.1
Current portion of long-term debt		(0.5)		(18.5)
Total long-term debt, less current portion	$	812.8	$	322.6

Summary of maximum commitments and net amounts available under the 2015 Credit Agreement and other lines of credit

The following is a summary of the maximum commitments and the net amounts available to the Company under the 2019 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at December 31, 2019 (in millions):

	Total Amount				Outstanding
	Committed by		Outstanding		Letters of		Total Amount
	Lenders		Borrowings		Credit		Available
2019 Credit Agreement	$	600.0	$	—	$	0.2	$	599.8
Other lines of credit		251.8		—		143.0		108.8
Total revolving loans	$	851.8	$	—	$	143.2	$	708.6

2015 Revolving Credit Agreement

On October 27, 2015, the Company entered into a revolving credit agreement, referred to as the 2015 Credit Agreement. The 2015 Credit Agreement provided a maximum commitment on the Company’s revolving credit line of $500 million and a maturity date of October 2020. The 2015 Revolving Credit Agreement was terminated in December 2019. Borrowings under the revolving credit line of the 2015 Credit Agreement accrued interest, at the Company’s option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%. There was also a facility fee ranging from 0.10% to 0.20%.

Borrowings under the 2015 Credit Agreement were guaranteed by certain of the Company’s material subsidiaries. The 2015 Credit Agreement also required the Company to maintain certain financial ratios related to maximum leverage and minimum interest coverage. In addition to the financial ratios, the 2015 Credit Agreement contained negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates.

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers, entered into a term loan agreement, referred to as Term Loan Agreement with a bank consortium. The Term Loan Agreement provides for a $300 million seven-year term loan facility subject to terms and conditions substantially consistent with those provisions contained in the 2019 Revolving Credit Agreement. Loans under the Term Loan Agreement will be repayable in full at maturity, subject to scheduled amortization beginning in 2022, and may also be prepaid at the Company’s option in whole or in part without premium or penalty. The obligations under the Term Loan Agreement are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Amounts outstanding under the Term Loan Agreement bear interest at a rate equal to, at the Company’s option, (a) the US Dollar London Interbank Offered Rate (USD LIBOR), plus a margin ranging from 1.000% to 1.500%, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus ½ of

1%, (ii) the prime rate announced by Bank of America, N.A., and (iii) USD LIBOR, as adjusted, plus 1%, plus a margin ranging from 0.100% to 0.500%, based on the Company’s leverage ratio.

The other terms of the Term Loan Agreement are substantially similar to the terms of the 2019 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, and events of default.

2019 Note Purchase Agreement

On December 11, 2019, the Company entered into a note purchase agreement, referred to as the 2019 Note Purchase Agreement, with a group of institutional accredited investors. Pursuant to the 2019 Note Purchase Agreement, the Company issued and sold CHF 297 million aggregate principal amount of 1.01% senior notes due December 11, 2029, referred to as the 2019 Senior Notes. The obligations under the Note Purchase Agreement are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Interest on the 2019 Senior Notes is payable semi-annually on June 11 and December 11 of each year, commencing June 11, 2020. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the aggregate principal amount of the Senior Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses. In the event of a change in control (as defined in the 2019 Note Purchase Agreement) of the Company, the Company may be required to prepay the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The 2019 Note Purchase Agreement contains customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business. The 2019 Note Purchase Agreement also includes customary representations and warranties and events of default.

Additionally, so long as any 2019 Senior Notes are outstanding, the Company may not permit (i) its leverage ratio (as determined pursuant to the 2019 Note Purchase Agreement) as of the end of any fiscal quarter to exceed 3.50 to 1.00 unless a material acquisition causes an adjusted leverage ratio to apply pursuant to the 2019 Note Purchase Agreement, (ii) its interest coverage ratio (as determined pursuant to the 2019 Note Purchase Agreement) as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1.00, or (iii) priority Debt at any time to exceed 15% of consolidated total assets (as determined pursuant to the 2019 Note Purchase Agreement).

Annual maturities of debt outstanding, less deferred financing cost amortization

Annual maturities of debt outstanding, less deferred financing cost amortization, at December 31, 2019 are as follows (dollars in millions):

2020	$	0.5
2021		1.7
2022		111.1
2023		15.4
2024		115.0
Thereafter		569.6
Total	$	813.3

As of December 31, 2019, the Company has entered into several cross-currency and interest rate swap agreements with a notional value of $150.0 million of U.S. to Swiss Franc and a notional value of $355.0 million of U.S. to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. These agreements qualify for hedge accounting and accordingly the change in fair value of the derivative are recorded in other comprehensive income as part of foreign currency translation adjustments and remain in accumulated comprehensive income (loss) attributable to Bruker Corporation in shareholders’ equity until the sale or substantial liquidation of the foreign operation. The

difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expenses) in the consolidated statements of income and comprehensive income. As a result of entering into these agreements, the Company has lowered net interest expense by $0.6 million during 2019. The gains (losses) related to hedges of net asset investments in international operations that were recorded within the cumulative translational adjustment section of other comprehensive income were $6.8 million for the year ended December 31, 2019.

Interest expense for the years ended December 31, 2019, 2018 and 2017, was $16.0 million, $12.6 million and $15.4 million, respectively.