Debt and Restricted Cash

Debt

Outstanding debt balances were as follows:



	September 30, 2016			December 31, 2015
Notes payable
Uncommitted lines of credit	$	21.1		$	19.2
Term Loan A Facility	15.8			11.5
Term Loan B Facility - USD	210.0			—
Term Loan B Facility - Euro	3.9			—
European Investment Bank	73.0			—
Other	12.6			1.3
	$	336.4		$	32.0
Long-term debt
Revolving credit facility	$	—		$	168.0
Term Loan A Facility	205.6			218.5
Term Loan B Facility - USD	790.0			—
Term Loan B Facility - Euro	389.3			—
2024 Senior Notes	400.0			—
2006 Senior Notes	—			225.0
Other	2.1			1.6
Long-term deferred financing fees	(64.5		)	(6.9		)
	$	1,722.5		$	606.2

As of September 30, 2016, the Company had various international short-term uncommitted lines of credit with borrowing limits of $159.3. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of September 30, 2016 and December 31, 2015 was 5.16 percent and 5.66 percent, respectively. The increase in the weighted-average interest rate is attributable to a change in mix of borrowings of foreign entities. Short-term uncommitted lines mature in less than one year. The amount available under the short-term uncommitted lines at September 30, 2016 was $138.2.

The cash flows related to debt borrowings and repayments were as follows:



	Nine Months Ended
	September 30, 2016
	September 30, 2016			September 30, 2015
Revolving credit facility borrowings (repayments), net	$	(168.0	)	$	(36.4	)

Proceeds from Term Loan A Facility under the Credit Agreement	$	—		$	230.0
Proceeds from Term Loan B Facility ($1,000.0) under the Credit Agreement	990.0			—
Proceeds from Term Loan B Facility (€350.0) under the Credit Agreement	398.1			—
Proceeds from 2024 Senior Notes	393.0			—
International short-term uncommitted lines of credit borrowings	44.6			87.7
Other debt borrowings	$	1,825.7		$	317.7

Payments on 2006 Senior Notes	$	(225.0	)	$	—
Payments on Term Loan A Facility under the Credit Agreement	(8.6		)	(2.9		)
International short-term uncommitted lines of credit and other repayments	(185.6		)	(88.3		)
Other debt repayments	$	(419.2	)	$	(91.2	)

The Company entered into a revolving and term loan credit agreement (the Credit Agreement), dated as of November 23, 2015, among the Company and certain of the Company's subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein. The Credit Agreement included, among other things, mechanics for the Company’s existing revolving and term loan A facilities to be refinanced under the Credit Agreement. On December 23, 2015, the Company entered into a Replacement Facilities Effective Date Amendment, which amended the Credit Agreement, among the Company, certain of the Company’s subsidiaries, the lenders identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to which the Company refinanced its $520.0 revolving and $230.0 term loan A senior unsecured credit facilities (which have been terminated and repaid in full) with, respectively, a new unsecured revolving facility (the Revolving Facility) in an amount of up to $520.0 and a new (non-delayed draw) unsecured term loan A facility (the Term Loan A Facility) on substantially the same terms as the Delayed Draw Term Facility (as defined in the Credit Agreement) in the amount of up to $230.0. The Delayed Draw Term Facility of $250.0 may be drawn up to one year after the closing date of the Acquisition. The Revolving Facility and Term Loan A Facility are subject to the same maximum consolidated net leverage ratio and minimum consolidated interest coverage ratio as the Delayed Draw Term Facility. On December 23, 2020, the Term Loan A Facility will mature and the Revolving Facility will automatically terminate. The weighted-average interest rate on outstanding revolving credit facility borrowings as of September 30, 2016 and December 31, 2015 was 1.94 percent and 2.33 percent, respectively, which is variable based on the London Interbank Offered Rate (LIBOR). The amount available under the revolving credit facility as of September 30, 2016 was $520.0.

On April 19, 2016, the Company issued the 2024 Senior Notes in an offering exempt from the registration requirements of the Securities Act in connection with the Acquisition. The 2024 Senior Notes are and will be guaranteed by certain of the Company’s existing and future domestic subsidiaries.

Also in April 2016, allocation and pricing of the term loan B facility (the Term Loan B Facility) provided under the Credit Agreement (which the Term Loan B Facility was used to provide part of the financing for the Acquisition) was completed. The Term Loan B Facility consists of a $1,000.0 U.S. dollar-denominated tranche that bears interest at LIBOR plus an applicable margin of 4.50 percent (or, at the Company’s option, prime plus an applicable margin of 3.50 percent), and a €350.0 euro-denominated tranche that will bear interest at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin of 4.25 percent. Each tranche was funded during the second quarter of 2016 at 99 percent of par. In November, the Company repaid $200.0 of the outstanding debt from the Term Loan B Facility - USD, which was included in notes payable as of September 30, 2016.

On May 6, and August 16, 2016, the Company entered into the Second and Third Amendments to the Credit Agreement, which re-denominated a portion of the Term Loan B Facility into euros and guaranteed the prompt and complete payment and performance of the obligations when due under the Credit Agreement.

The Amended and Restated Credit Agreement financial ratios at September 30, 2016 are as follows:


•	a maximum total net debt to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio of 4.50 for the three months ended September 30, 2016 (reducing to 4.25 on December 31, 2017, further reduced to 4.00 on December 31, 2018, and further reduced to 3.75 on June 30, 2019); and


•	a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 3.00

The key affirmative and negative covenants of the Credit Agreement include:



Affirmative Covenants		Negative Covenants - Limitations on
pay principal and interest on time		merger, consolidation and fundamental changes
mandatory prepayments		sale of assets
timely financial reporting (including compliance certificate)		investments and acquisitions
use of proceeds		liens and security interests
notice of defaults		transactions with affiliates
continue with line of business		dividends and other restricted payments
paying taxes		negative pledge clause
maintain insurance		restrictions on subsidiary distributions
compliance with applicable laws		hedges for financial speculation
maintain property and title to property		receivable indebtedness
provide updates to guaranties and collateral when acquiring new assets or subsidiaries		incurrence of indebtedness (secured, unsecured and subordinated) and receivables indebtedness
engage in periodic credit rating reviews		payments of junior/unsecured/subordinated debt
perfecting security interest on material U.S. based assets		organizational documents amendments

Mandatory prepayments are required if the outstanding revolving loans or facility letters of credit exceed the aggregate revolving credit commitments, including due to currency fluctuations if difference is greater than 105%, the excess loans must be repaid or facility letters of credit must be cash collateralized. Voluntary prepayments require one business day notice for floating rate loans in $1.0 or multiples thereof and three business days for euro currency rate loans in $5.0 or $1.0 multiples thereof. There is a prepayment premium with respect to the Term B Facility only. Until May 6, 2017, if there is a repricing event, where the Term B Facility is refinanced or amended to reduce the yield, there is a prepayment premium of 1.00% refinanced or amended. Other mandatory prepayments include incurrence of new debt outside what is allowed in the Credit Agreement, sale of certain assets beyond a de-minimis exception amount and depending on the net debt leverage, a percentage of "Excess Cash Flows" as defined in the Credit Agreement beginning with 2017 cash flows.

The Company incurred $28.0 and $39.2 of fees in the three and nine months ended September 30, 2016, respectively, related to the Credit Agreement and 2024 Senior Notes, which are amortized as a component of interest expense over the terms.

Below is a summary of financing and replacement facilities information:



Financing and Replacement Facilities	Interest Rate Index and Margin	Maturity/Termination Dates	Term (Years)
Credit Agreement facilities
Revolving Facility	LIBOR + 2.25%⁽ⁱ⁾	December 2020	5
Term Loan A Facility	LIBOR + 2.25%⁽ⁱ⁾	December 2020	5
Delayed Draw Term Loan A	LIBOR + 2.25%⁽ⁱ⁾	December 2020	5
Term Loan B Facility ($1,000.0)	LIBOR⁽ⁱⁱ⁾ + 4.50%	November 2023	7.5
Term Loan B Facility (€350.0)	EURIBOR⁽ⁱⁱⁱ⁾ + 4.25%	November 2023	7.5
2024 Senior Notes	8.5%	April 2024	8


⁽ⁱ⁾	Upon completion of the fourth quarter compliance certificate, the anticipated interest rate index and margin will be LIBOR + 1.75%.


⁽ⁱⁱ⁾	LIBOR with a floor of 0.75%.


⁽ⁱⁱⁱ⁾	EURIBOR with a floor of 0.75%.

Following the close of the Acquisition, the debt facilities under the Credit Agreement are secured by substantially all assets of the Company and its domestic subsidiaries that are borrowers or guarantors under the Credit Agreement, subject to certain exceptions and permitted liens.

In March 2006, the Company issued senior notes (2006 Senior Notes) in an aggregate principal amount of $300.0. The Company funded the repayment of $75.0 aggregate principal amount of the 2006 Senior Notes at maturity in March 2013 using borrowings under its revolving credit facility and the repayment of $175.0 aggregate principal amount of the 2006 Senior Notes that matured in March 2016 through the use of proceeds from the divestiture of the Company's NA electronic security business. Prepayment of the remaining $50.0 aggregate principal amount of the 2006 Senior Notes were paid in full on May 2, 2016. The prepayment included a make-whole premium of $3.9, which was paid in addition to the principal and interest of the 2006 Senior Notes and is included in interest expense for the nine months ended September 30, 2016.

The Company’s financing agreements contain various restrictive financial covenants, including net debt to capitalization, net debt to EBITDA and net interest coverage ratios. As of September 30, 2016, the Company was in compliance with the financial and other covenants within its debt agreements.

Restricted Cash

As a result of the Acquisition, the Company has no cash classified as restricted as of September 30, 2016. The restricted cash was used for the cash portion of the Acquisition, paying off existing debt and related interest, as well as any transaction costs pursuant to the terms of the Credit Agreement. The carrying value of restricted cash approximated its fair value and was included in cash flows from investing and financing activities until it was utilized for the Acquisition. Restricted cash in investing activities consisted of the proceeds from the debt borrowings related to the Acquisition. Restricted cash in financing activities consisted of the domestic net proceeds from the NA electronic security divestiture offset by the $175.0 and $50.0 payments of the 2006 Senior Notes during the first and second quarter of 2016, respectively.