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Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt
Debt
 
 
 
The following table sets forth the Company’s long-term debt at December 31, (in millions):
 
Maturity
2017
2016
Senior notes at 5.95%, net of unamortized discount and unamortized debt issuance costs
2018
$

$
299.3

Senior notes at 3.625%, net of unamortized discount and unamortized debt issuance costs
2022
297.9

297.5

Senior notes at 3.35%, net of unamortized discount and unamortized debt issuance costs
2026
394.4

393.7

Senior notes at 3.15%, net of unamortized discount and unamortized debt issuance costs
2027
294.8


TOTAL LONG-TERM DEBT
       
$
987.1

$
990.5



In August 2017, the Company completed a public debt offering of $300 million of long-term unsecured, unsubordinated notes maturing in August 2027 and bearing interest at a fixed rate of 3.15% (the "2027 Notes"). Net proceeds from the issuance were $294.6 million after deducting the discount on the notes and offering expenses paid by the Company.

In September 2017, the Company applied the net proceeds from the 2027 Notes to redeem all of its $300 million outstanding long-term, unsecured, unsubordinated notes maturing in 2018 and bearing interest at a fixed rate of 5.95% (the "2018 Notes"). In connection with this redemption, the Company recognized a loss on the early extinguishment of the 2018 Notes of $10.1 million on a before-tax basis.

In March 2016, the Company completed a public debt offering of $400 million of long-term unsecured, unsubordinated notes maturing in March 2026 and bearing interest at a fixed rate of 3.35% (the "2026 Notes"). Net proceeds from the issuance were $393.4 million after deducting the discount on the notes and offering expenses paid by the Company.

In November 2010, the Company completed a public debt offering for $300 million of long-term unsecured, unsubordinated notes maturing in November 2022 (“2022 Notes”) and bearing interest at a fixed rate of 3.625%. Prior to the issuance of the 2022 Notes, the Company entered into a forward interest rate lock which resulted in a $1.6 million loss. This amount was recorded in Accumulated other comprehensive loss, net of tax, and is being amortized over the life of the 2022 Notes.
 
The 2022 Notes, 2026 Notes and 2027 Notes are all fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the notes, as modified by the supplemental indentures creating such notes, or upon a change in control triggering event as defined in such indenture. The Company was in compliance with all non-financial covenants as of December 31, 2017.
 
At December 31, 2017 and 2016, the Company had $68.1 million and $3.2 million, respectively, of short-term debt outstanding.

Short-term debt at December 31, 2017 includes $63.0 million of commercial paper borrowing, which was used to fund the purchase of Meramec. There were no commercial paper borrowings outstanding at December 31, 2016.

Short-term debt at December 31, 2017 and 2016 also includes $5.1 million and $3.2 million, respectively of other borrowings to support our international operations in China and Brazil.
 
Other information related to short-term debt at December 31, is summarized below:
 
2017
2016
Interest rate on short-term debt:
 

 

At year end(a)
1.95
%
6.89
%
Paid during the year (weighted average)
2.24
%
0.72
%

(a)
The interest rate at December 31, 2016 reflects short term borrowings which are predominately related to our operations in China and Brazil and reflect market interest rates in those regions.

On December 16, 2015, the Company entered into a five-year revolving credit agreement (the "2015 Credit Facility') with a syndicate of lenders that provides a $750 million committed revolving credit facility. The revolving 2015 Credit Facility serves as a backup to the Company's commercial paper program. Commitments under the 2015 Credit Facility may be increased to an aggregate amount not the exceed $1.250 billion. The interest rate applicable to borrowings under the 2015 Credit Facility is generally either the adjusted LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternative base rate.

The single financial covenant in the 2015 Credit Facility, which the Company is in compliance with as of December 31, 2017, requires that total debt not exceed 55% of total capitalization as of the last day of each fiscal quarter of the Company.

Annual commitment fees to support availability under the 2015 Credit Facility are not material. As of December 31, 2017 the 2015 Credit Facility has not been drawn against.

The Company also maintains other lines of credit that are primarily used to support the issuance of letters of credit. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions. At December 31, 2017 and 2016 these lines totaled $53.9 million and $51.4 million, respectively, of which $21.5 million and $21.0 million was utilized to support letters of credit and the remaining amount was unused. The annual commitment fees associated with these lines of credit are not material.
Interest and fees paid related to total indebtedness was $47.9 million, $37.1 million and $29.5 million in 2017, 2016 and 2015, respectively. The $47.9 million paid in 2017 includes $9.9 million related to the make whole payment for the extinguishment of the 2018 Notes.

Subsequent Event - Funding for the Aclara acquisition and new five-year credit facility

On February 2, 2018, the Company completed a public offering of $450 million of long-term unsecured, unsubordinated notes maturing in February 2028 and bearing interest at a fixed rate of 3.5% (the "2028 Notes"). Net proceeds from the issuance were $442.6 million after deducting the discount on the notes and offering expenses paid by the Company. The 2028 Notes are fixed rate indebtedness, are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the 2028 Notes, as modified by the supplemental indenture creating such notes, or upon a change in control triggering event as defined in such indenture.

On January 31, 2018, the Company entered into a Term Loan Agreement (the "Term Loan Agreement") with a syndicate of lenders. The Term Loan Agreement provided the Company, with the ability to borrow, in a single borrowing on the Aclara acquisition date, up to $500 million on an unsecured basis to partially finance the Aclara acquisition (the "Term Loan"). On February 2, 2018, the Company borrowed $500 million under the Term Loan Agreement to fund the Aclara acquisition. The interest rate applicable to borrowings under the Term Loan Agreement is generally either the adjusted LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternate base rate. Borrowings under the Term Loan Agreement will amortize in equal quarterly installments of 5% per year in year one, 5% per year in year two, 7.5% per year in year three, 10% per year in year four, 10% per year in year five, and any remaining borrowings under the Term Loan Agreement are due and payable in full in February 2023. The single financial covenant in the Term Loan Agreement requires that total debt not exceed 65% of total capitalization as of the last day of each fiscal quarter of the Company.

On January 31, 2018 the Company entered into a new five-year revolving credit agreement (the "2018 Credit Facility") with a syndicate of lenders that provides a $750 million committed revolving credit facility. In connection with the acquisition, the Company terminated all commitments under the 2015 Credit Facility. Commitments under the 2018 Credit Facility may be increased to an aggregate amount not to exceed $1.250 billion. The interest rate applicable to borrowings under the 2018 Credit Facility is generally either the adjusted LIBOR plus an applicable margin (determined by reference to a ratings based grid) or the alternate base rate. The single financial covenant in the 2018 Credit Facility requires that total debt not exceed 65% of total capitalization as of the last day of each fiscal quarter of the Company. The 2018 Credit Facility expires in February 2023.