Long-term Debt

3 Months Ended

Mar. 31, 2022


	March 31, 2022		December 31, 2021
	(In millions)
Term loan, bearing interest at variable rates (rate of 2.21% as of March 31, 2022), maturing in September 2023	$	275.6	$	282.2

Unamortized deferred financing costs	(0.7)		(0.8)
Total senior debt	274.9		281.4
Convertible senior notes, bearing interest at 2.25% per annum, interest payments due in June and December, maturing in December 2023	145.9		145.9
Unamortized discount and deferred financing costs	(0.7)		(9.4)
Total convertible senior notes	145.2		136.5





Finance leases	42.9		43.4

Total other debt	42.9		43.4
Total debt, net of unamortized discount and deferred financing costs	463.0		461.3
Less: Amounts due within one year	(177.3)		(166.7)
Total long-term debt, net of unamortized discount and deferred financing costs	$	285.7	$	294.6

Senior Credit Facility

The senior secured senior credit facility (the "Senior Credit Facility") matures on September 20, 2023, and consists of (i) a $650.0 million revolving line of credit (the "Revolver") and (ii) a $350.0 million term loan (the "Term Loan").

As of March 31, 2022, the Company had zero borrowings under the Revolver and issued $27.8 million in letters of credit.

The Term Loan and any borrowings under the Revolver bear interest at LIBOR plus an applicable margin ranging from 175 to 250 basis points based on the Company's leverage ratio (the "Consolidated Net Leverage Ratio") measured at the end of each quarter. In addition to interest, the Company must pay certain fees including (i) letter of credit fees ranging from 175 to 250 basis

points per annum on the amount of issued but undrawn letters of credit and eurocurrency rate loans and (ii) commitment fees ranging from 30 to 45 basis points per annum on the unused portion of the Revolver.

The Term Loan amortized at a rate of 7.5% per annum as of March 31, 2022, and increasing to 10.0% per annum from December 31, 2022, to be paid in equal quarterly installments with any remaining amounts, along with outstanding borrowings under the Revolver, due on the maturity date. Outstanding borrowings under the Revolver and the Term Loan may be voluntarily repaid at any time, in whole or in part, without premium or penalty.

The Senior Credit Facility is secured by a first priority security interest in the Company’s assets, subject to certain customary exceptions, as well as pledges of its equity interests in certain subsidiaries.

The Senior Credit Facility contains financial covenants requiring the Company to (i) maintain an interest coverage ratio (the "Consolidated Interest Coverage Ratio") of not less than 3.00 to 1.00 and (ii) maintain a Consolidated Net Leverage Ratio not to exceed 3.50 to 1.00 provided that the maximum leverage ratio for all periods shall be increased by 0.50 to 1.00 for two consecutive quarters after consummation of a qualified acquisition.

The Company may generally make certain investments, redeem debt subordinated to the Senior Credit Facility and make certain restricted payments (such as stock repurchases and dividends) if the Company's Consolidated Net Leverage Ratio does not exceed 3.25 to 1.00 pro forma for such transaction. The Company is otherwise subject to customary covenants including limitations on asset sales, incurrence of additional debt, and limitations on certain investments and restricted payments.

The Company was in compliance with its financial and non-financial covenants as of March 31, 2022.

2¼% Convertible Senior Notes

The Company adopted the new accounting guidance for convertible instruments effective January 1, 2022, using the modified retrospective method, with the cumulative effect recognized as of January 1, 2022. The primary impact of the new guidance was removing the requirement for the Company to account for beneficial conversion features and cash conversion features in equity, separately from the 2¼% Notes and requires the Company to use the if-converted method for the 2¼% Notes in the diluted earnings per share calculation. See Notes 1 and 2 for additional information.

On December 14, 2016, the Company issued $300.0 million aggregate principal amount of 2¼% Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

Holders may convert their 2¼% Notes at their option from April 1, 2022, through June 30, 2022, because the Company's closing stock price exceeded $33.80 for at least 20 days in the 30 day period prior to March 31, 2022. The Company has a stated intention to cash settle the principal amount of the 2¼% Notes with the conversion premium to be settled in common shares. Accordingly, the net balance of the 2¼% Notes of $145.2 million is classified as a current liability as of March 31, 2022.

As more fully described in the indenture governing the 2¼% Notes, the holders of the 2¼% Notes may surrender all or any portion of their 2¼% Notes for conversion at any time during any calendar quarter, (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% ($33.80) of the conversion price on each applicable trading day.

The following table summarizes information regarding the 2¼% Notes (in millions, except years, percentages, conversion rate, and conversion price):


	March 31, 2022			December 31, 2021




Remaining amortization period (years)	1.75			2.0
Effective interest rate	2.6		%	5.8		%
Conversion rate (shares of common stock per $1,000 principal amount)	38.4615			38.4615
Conversion price (per share of common stock)	$	26.00		$	26.00

Based on the Company's closing stock price of $39.35 on March 31, 2022, the if-converted value of the 2¼% Notes exceeded the aggregate principal amount of the 2¼% Notes by $74.9 million.

The following table presents the interest expense components for the 2¼% Notes:



	Three months ended March 31,
	2022		2021
	(In millions)
Interest expense-contractual interest	$	0.8	$	0.8
Interest expense-amortization of debt discount (see discussion above)	—		1.1
Interest expense-amortization of deferred financing costs	0.1		0.1