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Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
DEBT
DEBT

Outstanding debt balances were as follows:
 
December 31,
 
2017
 
2016
Notes payable – current
 
 
 
Uncommitted lines of credit
$
16.2

 
$
9.4

Term Loan A Facility
23.0

 
17.3

Delayed Draw Term Loan A Facility
17.2

 

Term Loan B Facility - USD
4.8

 
10.0

Term Loan B Facility - Euro
5.0

 
3.7

European Investment Bank

 
63.1

Other
0.5

 
3.4

 
$
66.7

 
$
106.9

Long-term debt
 
 
 
Revolving credit facility
$
75.0

 
$

Term Loan A Facility
178.3

 
201.3

Delayed Draw Term Loan A Facility
226.6

 

Term Loan B Facility - USD
466.7

 
787.5

Term Loan B Facility - Euro
489.5

 
363.5

2024 Senior Notes
400.0

 
400.0

Other
1.4

 
0.8

 
1,837.5

 
1,753.1

Long-term deferred financing fees
(50.4
)
 
(61.7
)
 
$
1,787.1

 
$
1,691.4



As of December 31, 2017, the Company had various short-term uncommitted lines of credit with borrowing limits of $233.1. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of December 31, 2017 and 2016 was 9.17 percent and 9.87 percent, respectively. The decrease in the weighted-average interest rate is attributable to the 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 December 31, 2017 was $216.9.

The cash flows related to debt borrowings and repayments were as follows:
 
December 31,
 
2017
 
2016
Revolving debt borrowings (repayments), net
$
75.0

 
$
(178.0
)
 
 
 
 
Proceeds from Delayed Draw Term Loan A Facility
$
250.0

 
$

Proceeds from Term Loan B Facility - USD

 
990.0

Proceeds from Term Loan B Facility - Euro
73.3

 
398.1

Proceeds from 2024 Senior Notes

 
393.0

International short-term uncommitted lines of credit borrowings
50.8

 
56.6

Other debt borrowings
$
374.1

 
$
1,837.7

 
 
 
 
Payments on 2006 Senior Notes
$

 
$
(225.0
)
Payments on Term Loan A Facility
(17.3
)
 
(11.5
)
Payments on Delayed Draw Term Loan A Facility
(6.3
)
 

Payments on Term Loan B Facility - USD
(326.1
)
 
(202.5
)
Payments on Term Loan B Facility - Euro
(4.6
)
 
(0.9
)
Payments on European Investment Bank
(63.1
)
 

International short-term uncommitted lines of credit and other repayments
(41.4
)
 
(222.6
)
Other debt repayments
$
(458.8
)
 
$
(662.5
)


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 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 December 31, 2017 and December 31, 2016 was 3.63 percent and 2.56 percent, respectively, which is variable based on the LIBOR. The amount available under the revolving credit facility as of December 31, 2017 was $445.0.

On April 19, 2016, the Company issued $400.0 aggregate principal amount of 2024 Senior Notes. The 2024 Senior Notes are and will be guaranteed by certain of the Company’s existing and future domestic subsidiaries.

On May 9, 2017, the Company entered into an incremental amendment to its Credit Agreement (the Incremental Agreement) which reduced the initial term loan B facility (the Term Loan B Facility) of a $1,000.0 USD-denominated tranche to $475.0. The reduction was funded using the $250.0 proceeds drawn from the Delayed Draw Term Loan A Facility, a replacement of $70.0 with Term Loan B Facility - Euro and previous principal payments.

In connection with the Incremental Agreement, the interest rate with respect to the Term Loan B Facility - USD is based on, at the Company’s option, adjusted LIBOR plus 2.75 percent (with a floor of 0.00 percent) or Alternate Base Rate (ABR) plus 1.75 percent (with an ABR floor of 1.00 percent) and the interest rate with respect to the Term Loan B Facility - Euro is based on adjusted EURIBOR plus 3.00 percent (with a floor of 0.00 percent). Prior to the Incremental Agreement, the interest rate for the Term Loan B Facility - USD was 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 the interest rate for the Term Loan B Facility - Euro was at the EURIBOR plus an applicable margin of 4.25 percent.

The Incremental Amendment also renewed the repricing premium of 1.00 percent in relation to the Term Loan B Facility to the date that is six months after the Incremental Effective Date, removed the requirement to prepay the repriced Dollar Term Loan and the repriced Euro Term Loan upon any asset sale or casualty event if the Company is below a total net leverage ratio of 2.5:1.0 on a pro forma basis for such asset sale or casualty event and provides additional restricted payments and investment carveouts in regards to assets acquired with the Acquisition. All other material provisions under the Credit Agreement were unchanged.

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. On February 14, 2017, the Company entered into the Fourth Amendment to the Credit Agreement which released certain restrictions on the Delayed Draw Term Loan A effective immediately.

The Credit Agreement financial ratios at December 31, 2017 are as follows:

a maximum total net debt to adjusted EBITDA leverage ratio of 4.25 to 1.00 as of December 31, 2017 (reducing 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 to 1.00

The Company incurred $1.1 and $39.2 of fees in the years ended December 31, 2017 and 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
 
Initial Term (Years)
Credit Agreement facilities
 
 
 
 
 
 
Revolving Facility
 
LIBOR + 2.00%
 
December 2020
 
5
Term Loan A Facility
 
LIBOR + 2.00%
 
December 2020
 
5
Delayed Draw Term Loan A Facility
 
LIBOR + 2.00%
 
December 2020
 
5
Term Loan B Facility - USD
 
LIBOR(i) + 2.75%
 
November 2023
 
7.5
Term Loan B Facility - Euro
 
EURIBOR(ii) + 3.00%
 
November 2023
 
7.5
2024 Senior Notes
 
8.5%
 
April 2024
 
8
(i) 
LIBOR with a floor of 0.0 percent.
(ii) 
EURIBOR with a floor of 0.0 percent.

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 the 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 ES 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 year ended December 31, 2016.

Maturities of long-term debt as of December 31, 2017 are as follows:
 
Maturities of
Long-Term Debt
2018
$
66.7

2019
63.4

2020
437.4

2021
9.7

Thereafter
1,327.0

 
$
1,904.2



Interest expense on the Company’s debt instruments for the years ended December 31, 2017, 2016 and 2015 was $102.7, $85.7 and $23.4, respectively.

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 December 31, 2017, the Company was in compliance with the financial and other covenants in its debt agreements.