Debt

12 Months Ended

Dec. 31, 2019

The Company’s debt instruments at December 31 consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands):



	2019		2018
Term Loan A note payable (a), net of discounts	$	3,080,789	$	2,515,519
Term Loan B note payable (a), net of discounts	340,481		344,180
Revolving line of credit A Facility(a)	325,000		655,000
Revolving line of credit B Facility(a)	225,477		345,446
Revolving line of credit C Facility(a)	—		35,000
Revolving line of credit B Facility —foreign swing line(a)	52,038		—
Other debt(c)	42,027		37,902
Total notes payable and other obligations	4,065,812		3,933,047
Securitization Facility(b)	970,973		886,000
Total notes payable, credit agreements and Securitization Facility	$	5,036,785	$	4,819,047
Current portion	$	1,746,838	$	2,070,616
Long-term portion	3,289,947		2,748,431
Total notes payable, credit agreements and Securitization Facility	$	5,036,785	$	4,819,047

_____________________


(a)	The Company has a Credit Agreement, which has been amended multiple times and provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.285 billion, a

term loan A facility in the amount of $3.225 billion and a term loan B facility in the amount of $350 million as of December 31, 2019. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $800 million with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of $450 million with borrowings in U.S. Dollars, Euros, British Pounds, Japanese Yen or other currently as agreed in advance and a sublimit for foreign swing line loans and, (c) a revolving C facility in the amount of $35 million with borrowings in U.S. Dollars, Australian Dollars or New Zealand Dollars. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolver A or revolver B debt and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.00 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes. On August 2, 2019, the Company entered into the sixth amendment to the Credit Agreement, which included an incremental term loan A in the amount of $700 million and changes to the consolidated leverage ratio definition and negative covenant related to indebtedness. The maturity date for the term loan A and revolving credit facilities is December 19, 2023. On November 14, 2019, the Company entered into the seventh amendment to the Credit Agreement, to lower the margin for term loan B from 2.00% to 1.75%. The maturity date for the term B loan is August 2, 2024.

Interest on amounts outstanding under the Credit Agreement (other than the term loan B) accrues based on the British Bankers Association LIBOR Rate (the Eurocurrency Rate), plus a margin based on a leverage ratio, or our option, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio. Interest on the term B loan facility accrues based on the Eurocurrency Rate plus 1.75% for Eurocurrency Loans and at the Base Rate plus 0.75% for Base Rate Loans. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.35% of the daily unused portion of the credit facility.

At December 31, 2019, the interest rate on the term A loan was 3.05% and the interest rate on borrowings under revolving A facility was 3.03%, the interest rate on the revolving B facility GBP Borrowings was 1.96%, the interest rate on the term loan B was 3.55% and the interest rate on the foreign swing line was 1.93%. The unused credit facility fee was 0.25% for all revolving facilities at December 31, 2019.

The term loans are payable in quarterly installments due on the last business day of each March, June, September, and December with the final principal payment due on the respective maturity date. Borrowings on the revolving line of credit are repayable at the option of one, two, three or six months after borrowing, depending on the term of the borrowing on the facility. Borrowings on the foreign swing line of credit are due no later than twenty business days after such loan is made.

The Company has unamortized debt issuance costs of $6.7 million related to the revolving credit facility at December 31, 2019. The Company has unamortized debt discounts of $7.4 million related to the term A facility and $0.5 million related to the term B facility and deferred financing costs of $1.8 million related to the term A facility and $1.2 million related to the term B facility at December 31, 2019. The effective interest rate incurred on term loans was 4.00% during 2019 related to the discount on debt. Principal payments of $138.5 million were made on the term loans during 2019.

(b)

The Company is party to a $1.2 billion receivables purchase agreement (Securitization Facility) that was amended on February 8, 2019 and April 22, 2019. There is a program fee equal to one month LIBOR plus 0.90% or the Commercial Paper Rate plus 0.80% as of December 31, 2019 and 2018. The program fee was 1.80% plus 0.88% as of December 31, 2019 and 2.52% plus 0.89% as of December 31, 2018. The unused facility fee is payable at a rate of 0.40% as of December 31, 2019 and 2018. The Company has unamortized debt issuance costs of $0.7 million related to the Securitization Facility as of December 31, 2019 recorded within other assets in the consolidated balance sheet.

The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables, and may appoint a successor servicer, among other things.


(c)	Other includes the long-term portion of deferred payments associated with business acquisitions, deferred revenue, and deferred rent for the prior period presented.

The Company was in compliance with all financial and non-financial covenants at December 31, 2019.

The contractual maturities of the Company’s notes payable and other obligations at December 31, 2019 are as follows (in thousands):



2020	$	775,865
2021	192,577
2022	162,156
2023	2,607,293
2024	327,921
Thereafter	—