DEBT

3 Months Ended

Mar. 31, 2021

Overview

Long-term debt consisted of the following:


(In millions)	March 31, 2021		December 31, 2020
Senior secured revolving credit facility	$	200.0	$	—

Commercial paper	21.2		1,043.7
Synthetic bonds due 2021	—		551.2
3.45% Senior Notes due 2022	—		500.0
3.40% 2012 Private placement notes due 2022	176.1		184.0
3.15% 2013 Private placement notes due 2023	299.3		312.9
5.75% 2020 Private placement notes due 2025	234.8		245.4
6.50% Senior notes due 2026	1,000.0		—
4.00% 2012 Private placement notes due 2027	88.0		92.0
4.00% 2012 Private placement notes due 2032	117.4		122.7
3.75% 2013 Private placement notes due 2033	117.4		122.7
Bank borrowings and other	313.7		298.4

Unamortized debt issuance costs and discounts	(36.8)		(12.8)
Total debt	2,531.1		3,460.2
Less: current borrowings (a)	96.8		624.7
Long-term debt	$	2,434.3	$	2,835.5

(a) As of March 31, 2021 and December 31, 2020, current borrowings consisted primarily of bank borrowings and notes with current maturities of 12 months.

Debt Financing Transactions in Connection with the Spin-off

In connection with the Spin-off, we executed a series of refinancing transactions, in order to provide a capital structure with sufficient cash resources to support future operating and investment plans.

Debt Issuance

•On February 16, 2021, we entered into a credit agreement, which provides for a $1.0 billion three-year senior secured multicurrency revolving credit facility (“Revolving Credit Facility”) including a $450.0 million letter of credit subfacility; and

•On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026 (the “2021 Notes”).

Repayment of Debt

The proceeds from the debt issuance described above along with the available cash on hand were used to fund:

•The repayment of all $542.4 million of the outstanding Synthetic Convertible Bonds that matured in January 2021;

•The repayment of all $500.0 million aggregate principal amount of outstanding 3.45% Senior Notes due 2022. In connection with the repayment, we recorded a loss on extinguishment of debt of $23.5 million related to the difference between the amount paid and the net carrying value of the debt; and

•The termination of the $2.5 billion senior unsecured revolving credit facility entered into on January 17, 2017; and the termination of the €500.0 million Euro Facility entered into on May 19, 2020; and the termination of the CCFF Program entered into on May 19, 2020. In connection with the termination of these credit facilities, we repaid $830.9 million of the outstanding commercial paper borrowings.

Credit Facilities and Debt

Revolving Credit Facility - On February 16, 2021, we entered into a credit agreement, which provides for a $1.0 billion three-year senior secured multicurrency Revolving Credit Facility including a $450.0 million letter of credit subfacility. We incurred $27.9 million of debt issuance costs in connection with the Revolving Credit Facility. These debt issuance costs are deferred and are included in Other Assets in our condensed consolidated balance sheet as of March 31, 2021. The deferred debt issuance costs are amortized to interest expense over the term of the Revolving Credit Facility.

Availability of borrowings under the Revolving Credit Facility is reduced by the outstanding letters of credit issued against the facility. As of March 31, 2021, there were no letters of credit outstanding and availability of borrowings under the Revolving Credit Facility was $800.0 million.

Borrowings under the Revolving Credit Facility bear interest at the following rates, plus an applicable margin, depending on currency:

•U.S. dollar-denominated loans bear interest, at the Company’s option, at a base rate or an adjusted rate linked to the London interbank offered rate (“Adjusted LIBOR”);

•Sterling denominated loans bear interest at Adjusted LIBOR; and

•Euro-denominated loans bear interest on an adjusted rate linked to the Euro interbank offered rate.

The applicable margin for borrowings under the Revolving Credit Facility ranges from 2.50% to 3.50% for eurocurrency loans and 1.50% to 2.50% for base rate loans, depending on a total leverage ratio. The Revolving Credit Facility is subject to customary representations and warranties, covenants, events of default, mandatory repayment provisions and financial covenants. As of March 31, 2021, we were in compliance with all restrictive covenants under the Revolving Credit Facility.

2021 Notes - On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026. The interest on the 2021 Notes is paid semi-annually on February 1 and August 1 of each year, beginning on August 1, 2021. The 2021 Notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by substantially all of our wholly-owned U.S. subsidiaries and non-U.S. subsidiaries in Brazil, the Netherlands, Norway, Singapore and the United Kingdom. We incurred $25.7 million of debt issuance costs in connection with issuance of the 2021 Notes. These debt issuance costs are deferred and are included in Long-term debt in our condensed consolidated balance sheet as of March 31, 2021. The deferred debt issuance costs are amortized to interest expense over the term of the 2021 Notes, which approximates the effective interest method.

Commercial paper - As of March 31, 2021 and December 31, 2020, we had $21.2 million and $1,043.7 million of commercial paper outstanding, respectively. Commercial paper borrowings were issued at market interest rates. As of March 31, 2021, our commercial paper borrowings had a weighted average interest rate of 0.48% on the U.S.

dollar denominated borrowings. In accordance with the terms of the new Revolving Credit Facility, we do not have an ability to issue any new commercial paper notes going forward.

Bank borrowings - Include term loans issued in connection with financing for certain of our vessels and amounts outstanding under our foreign committed credit lines.