Debt and Credit Agreements

12 Months Ended

Dec. 31, 2018

In November 2016, the Company entered into a senior secured credit facility (the “Senior Secured Credit Facility”), consisting of a $400 million revolving credit facility (the "Revolving Credit Facility") and a $550 million term loan facility (the "Term Loan Facility"). Upon closing of the Senior Secured Credit Facility, the Company amended and extended the existing Revolving Credit Facility, repaid the existing term loan A facility and redeemed, satisfied and discharged its 5.75% notes (the "Notes") in accordance with the indenture governing the Notes. As a result, a charge of $35.3 million was recorded during the fourth quarter of 2016 consisting principally of the cost of early extinguishment of the Notes and the write-off of unamortized deferred financing costs associated with the Company’s then existing financing agreements and the Notes and is reflected in the financing activities section of the Consolidated Statements of Cash Flows as a reduction of long-term debt.

In December 2017, the Company amended its Senior Secured Credit Facility in order to, among other things, reduce the interest rate applicable to the Term Loan Facility, improve certain covenants and extend the maturity date by a year until December 2024. As a result of this amendment, a charge of $2.3 million was recorded during the fourth quarter of 2017 consisting principally of fees associated with the transaction and the write-off of unamortized deferred financing costs and is reflected in the operating activities section of the Consolidated Statements of Cash Flows as part of Net income.

In June 2018, the Company amended the Senior Secured Credit Facility in order to, among other things, reduce the interest rate applicable to the Term Loan Facility and to increase the limit of the Revolving Credit Facility. A charge of $1.1 million was recorded during 2018 consisting principally of fees associated with the transaction and the write-off of unamortized deferred financing costs.

Borrowings under the $500 million Revolving Credit Facility bear interest at a rate per annum ranging from 87.5 to 200 basis points over the base rate or 187.5 to 300 basis points over the adjusted London Interbank Offered Rate ("LIBOR") as defined in the credit agreement governing the Senior Secured Credit Facility (the "Credit Agreement"). Any principal amount outstanding under the Revolving Credit Facility is due and payable on the maturity of the Revolving Credit Facility. The Revolving Credit Facility matures on November 2, 2021.

Borrowings under the Term Loan Facility bear interest at a rate per annum of 225 basis points over the adjusted LIBOR rate, subject to a 1% floor, as defined in the Credit Agreement. The Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans under the Term Loan Facility. These payments are reduced by the application of any prepayments and any remaining balance is due and payable on the maturity of the Term Loan Facility. The Term Loan Facility matures on December 8, 2024.

The Credit Agreement requires certain mandatory prepayments of the Term Loan Facility, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions; net cash proceeds of any issuance of debt, excluded permitted debt issuances; and a percentage of excess cash flow, as defined by the Credit Agreement, during a fiscal year.

The Senior Secured Credit Facility imposes certain restrictions including, but not limited to, restrictions as to types and amounts of debt of liens that may be incurred by the Company; limitations on increases in dividend payments; limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.

With respect to the Senior Secured Credit Facility, the obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.



Summary of Senior Secured Credit Facility Borrowings: (In thousands)	December 31 2018		December 31 2017
By type:
Revolving Credit Facility	$	62,000	$	41,000
Term Loan Facility	541,788		545,875
Total	$	603,788	$	586,875
By classification:
Current	$	5,445	$	5,459
Long-term	598,343		581,416
Total	$	603,788	$	586,875

The following table illustrates the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2018.



	December 31, 2018
(In thousands)	Facility Limit		Outstanding Balance		Outstanding Letters of Credit		Available Credit
Revolving Credit Facility (a U.S.-based program)	$	500,000	$	62,000	$	30,352	$	407,648

Short-term borrowings amounted to $10.1 million and $8.6 million at December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017, Short-term borrowings consist primarily of bank overdrafts and other third-party debt. The weighted-average interest rate for short-term borrowings at December 31, 2018 and 2017 was 3.0% and 4.3%, respectively.

Long-term debt consists of the following:



(In thousands)	December 31 2018			December 31 2017
Senior Secured Credit Facilities:
Term Loan Facility with an interest rate of 4.8% and 4.6% at December 31, 2018 and 2017, respectively	$	541,788		$	545,875
Revolving Credit Facility with an average interest rate of 4.6% and 4.2% at December 31, 2018 and 2017, respectively	62,000			41,000
Other financing payable (including capital leases) in varying amounts due principally through 2019 with a weighted-average interest rate of 3.9% and 5.0% at December 31, 2018 and 2017, respectively	1,606			6,784
Total debt obligations	605,394			593,659
Less: deferred financing costs	(13,243		)	(15,657		)
Total debt obligations, net of deferred financing costs	592,151			578,002
Less: current maturities of long-term debt	(6,489		)	(11,208		)
Long-term debt	$	585,662		$	566,794

The maturities of long-term debt for the four years following December 31, 2019 are as follows:



(In thousands)
2020	$	5,953
2021	67,507
2022	5,445
2023	5,445

Cash payments for interest on debt were $34.2 million, $44.3 million and $49.6 million in 2018, 2017 and 2016, respectively.

The Credit Agreement contains a consolidated net debt to consolidated adjusted earnings before interest, tax, depreciation and amortization ("EBITDA") ratio covenant, which is not to exceed 3.75 to 1.0 and a minimum consolidated adjusted EBITDA to consolidated interest charges ratio covenant, which is not to be less than 3.0 to 1.0. The consolidated net debt to consolidated adjusted EBITDA ratio covenant is reduced to 3.5 to 1.0 after December 31, 2018. At December 31, 2018, the Company was in compliance with these and all other covenants.