XML 33 R16.htm IDEA: XBRL DOCUMENT v3.20.4
Bank Credit Agreements and Other Short-Term and Long-Term Debt
12 Months Ended
Dec. 31, 2020
Long Term Debt By Current And Noncurrent [Abstract]  
Bank Credit Agreements and Other Short-Term and Long-Term Debt

Note 8 – Bank Credit Agreements and Other Short-term and Long-term Debt  

Short-term debt

Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $307.1 million. The increase from 2019 to 2020 reflects $147.6 million short-term facility assumed as part of the LSC acquisition. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted, repayable on demand, terminable by the lender at any time and contain no restrictive covenants.  These credit facilities bear interest at LIBOR or similar indices plus a specified margin.  Interest payments are due monthly on outstanding amounts under the credit lines. The unused and available credit under the various facilities as of December 31, 2020, was approximately $166.0 million, net of a $140.6 million advanced under our foreign credit lines and $0.5 million credit used for import and export guarantee.   

Long-term debt

On May 29, 2020, the Company, Diodes Holding B.V. (the “Foreign Borrower” and, collectively with the Company, the “Borrowers”), and certain subsidiaries of the Company as guarantors, entered into a Second Amended and Restated Credit Agreement (the “Second and Amended Credit Agreement”) that amends and restates that certain Amended and Restated Credit Agreement dated as of October 26, 2016 (as amended, modified and/or supplemented from time to time prior to May 29, 2020, the “Existing Credit Agreement”).  On December 31, 2020, Diodes Holding B.V. merged into Diodes Holdings UK Limited, which following the merger became the Foreign Borrower under the Credit Agreement, and in connection with the merger, the parties to the Second Amended and Restated Credit Agreement entered into a Consent and Amendment No. 2 to Second Amended and Restated Credit Agreement (“Consent and Amendment No. 2”; the Second Amended and Restated Credit Agreement as amended by Consent and Amendment No. 2 is referred to as the “Credit Agreement”). Certain capitalized terms used in this description of the Credit Agreement have the meanings given to them in the Credit Agreement, the current form of which is set forth in Exhibit A to Consent and Amendment No. 2, which is attached as an exhibit to this report.  The Company analyzed the amendment and restatement of the Existing Credit Agreement pursuant to the guidance in ASC No. 470-50, Debt—Modifications and Extinguishments. The Company determined that certain lenders had changes in cash flows which were substantially different as a result of the amendment and restatement of the Existing Credit Agreement, which resulted in a debt extinguishment of $52.2 million and a loss on extinguishment and third-party fees of $0.7 million being expensed in the nine-month period ended September 30, 2020.  

The Second Amended and Restated Credit Agreement rebalanced the Company’s existing senior credit facilities under the Existing Credit Agreement from (x) aggregate credit facilities of $500,000,000, consisting of (A) a $250,000,000 revolving senior credit facility, which included a $10,000,000 swing line sublimit, a $10,000,000 letter of credit sublimit, and a $20,000,000 alternative currency sublimit, and (B) a $250,000,000 term loan to (y) aggregate credit facilities of $670,000,000 consisting of (A) an acquisition draw term commitment of $340,000,000 (the “Acquisition Draw Term Commitment”), (B) an initial term commitment of $180,000,000 (the “Initial Term Commitment” and, together with the Acquisition Draw Term Commitment, the “Term Loan”) and (C) a $150,000,000 revolving senior credit facility (the “Revolver”), which includes a $20,000,000 uncommitted swing line sublimit, a $10,000,000 letter of credit sublimit, and a $40,000,000 alternative currency sublimit.

The Revolver and the Term Loan mature on May 29, 2023 (the “Maturity Date”).  Both the term loan portion and the revolving portion of the Credit Agreement bear an interest rate at LIBOR or similar other indices plus a specified margin. The Company used a portion of the proceeds available under the Revolver and the Term Loan (i) to finance the Company’s acquisition of Lite-On Semiconductor Corporation, which is described more fully elsewhere in this report, (ii) to refinance certain existing indebtedness of

the Borrowers and their subsidiaries under the Existing Credit Agreement and (iii) for working capital, capital expenditures, and other lawful corporate purposes, including, without limitation, financing permitted acquisitions.

The Credit Agreement contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Fixed Charge Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restricted payments (including dividends and share repurchases). These covenants are generally similar to the corresponding covenants in the Existing Credit Agreement, except that certain amounts permitted as exceptions to negative covenants restricting liens, indebtedness, investments, dispositions and restricted payments have been revised, and additional exceptions to certain negative covenants have been added, including increased capacity for certain intercompany Indebtedness and Investment (including existing Lite-On Indebtedness), and the right to enter into certain securitization transactions and receivables facilities, subject to limitations set forth in the Credit Agreement.  Furthermore, under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the pro forma Consolidated Leverage Ratio is, both before and after giving effect to any such restricted payment, at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement. In addition to our credit lines, our 51% owned subsidiary, ERIS Technology Corporation (“ERIS”), has short-term debt of $12.3 million and long-term debt of $30.0 million on a long-term basis from local Taiwan banks.  The ERIS debt matures in various periods from 2021 through 2033.  

Borrowings outstanding as of December 31, 2020 and December 31, 2019, are set forth in the table below:

 

 

 

December 31,

 

 

 

 

 

Description

 

2020

 

 

2019

 

 

Interest Rate

 

Current Amount Maturity

Short-term debt

 

$

140,567

 

 

$

13,342

 

 

Libor plus margin

 

Various during 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable to Bank of Taiwan

 

$

4,154

 

 

$

4,242

 

 

Variable, 1.3% base

 

June 2033

Notes payable to Bank of China Trust Company

 

 

3,511

 

 

 

-

 

 

Taibor 3 month rate + 0.5%

 

December 2021

Notes payable to Bank of China Trust Company

 

 

16,714

 

 

 

19,212

 

 

Taibor 3 month rate + 0.5%

 

May 2024

Notes payable to E Sun Bank

 

 

3,511

 

 

 

-

 

 

1-M deposit rate plus 0.08%

 

December 2022

Notes payable to E Sun Bank

 

 

386

 

 

 

-

 

 

1-M deposit rate plus 0.08%

 

June 2027

Notes payable to E Sun Bank

 

 

1,721

 

 

 

-

 

 

1-M deposit rate plus 0.08%

 

June 2030

Term loan and revolver

 

 

282,250

 

 

 

75,187

 

 

Libor plus margin

 

May 2023

Total long-term debt

 

 

312,247

 

 

 

98,641

 

 

 

 

 

Less:  Current portion of long-term debt

 

 

(21,860

)

 

 

(33,105

)

 

 

 

 

Less:  Unamortized debt-issuance costs

 

 

(2,208

)

 

 

(1,135

)

 

 

 

 

Total long-term debt, net of current portion

 

$

288,179

 

 

$

64,401

 

 

 

 

 

 

 

The table below sets forth the annual contractual maturities of long-term debt at December 31, 2020:

 

2021

 

$

21,861

 

2022

 

 

22,333

 

2023

 

 

250,181

 

2024

 

 

13,636

 

2025

 

 

4,236

 

Total long-term debt

 

$

312,247