XML 34 R17.htm IDEA: XBRL DOCUMENT v3.3.1.900
Debt
12 Months Ended
Dec. 31, 2015
Debt
Debt
Debt and the average interest rates on debt outstanding were as follows:
In millions
Average
interest rate at
December 31, 2015
Maturity
year
December 31
2015
2014
Commercial paper
1.308%
2019
$
179.5

$
987.6

Revolving credit facilities
1.581%
2019
1,181.4

9.8

Senior notes - fixed rate
1.350%
2015

350.0

Senior notes - fixed rate
1.875%
2017
350.0

350.0

Senior notes - fixed rate
2.900%
2018
500.0


Senior notes - fixed rate
2.650%
2019
250.0

250.0

Senior notes - fixed rate - Euro
2.450%
2019
548.4


Senior notes - fixed rate
3.625%
2020
400.0


Senior notes - fixed rate
5.000%
2021
500.0

500.0

Senior notes - fixed rate
3.150%
2022
550.0

550.0

Senior notes - fixed rate
4.650%
2025
250.0


Capital lease obligations
4.670%
2016
0.7

6.7

Total debt
 
 
4,710.0

3,004.1

Less: Current maturities and short-term borrowings
 
 
(0.7
)
(6.7
)
Long-term debt
 
 
$
4,709.3

$
2,997.4


In September 2015, Pentair plc, Pentair Finance S.A. ("PFSA") and Pentair Investments Switzerland GmbH ("PISG"), a 100-percent owned subsidiary of Pentair plc and the 100-percent owner of PFSA, completed public offerings (the "September 2015 Offerings") of $500.0 million aggregate principal amount of PFSA's 2.90% Senior Notes due 2018, $400.0 million aggregate principal amount of PFSA's 3.625% Senior Notes due 2020, $250.0 million aggregate principal amount of PFSA's 4.65% Senior Notes due 2025 and €500.0 million aggregate principal amount of PFSA's 2.45% Senior Notes due 2019. Pentair plc used the net proceeds from the September 2015 Offerings to finance the ERICO Acquisition.
The Senior Notes issued in the September 2015 Offerings, 1.875% Senior Notes due 2017, 2.65% Senior Notes due 2019, $373.0 million of the 5.00% Senior Notes due 2021 and 3.15% Senior Notes due 2022 issued by PFSA and $127.0 million of the 5.00% Senior Notes due 2021 issued by Pentair, Inc. (collectively, the "Notes") are guaranteed as to payment by Pentair plc and PISG. Prior to its maturity and repayment in the fourth quarter of 2015, the 1.35% Senior Notes due 2015 were also guaranteed as to payment by Pentair plc and PISG.
Pentair, Inc. had a credit agreement providing for an unsecured, committed revolving credit facility (the "Prior Credit Facility") pursuant to which Pentair Ltd. was the guarantor and PFSA and certain other of our subsidiaries were affiliate borrowers. In October 2014, Pentair plc, PISG, PFSA and Pentair, Inc. entered into an amended and restated credit agreement related to the Prior Credit Facility (the "Amended Credit Facility"), with Pentair plc and PISG as guarantors and PFSA and Pentair, Inc. as borrowers. The Amended Credit Facility increased the maximum aggregate availability to $2,100.0 million and extended the maturity date to October 3, 2019. Borrowings under the Amended Credit Facility generally bear interest at a variable rate equal to the London Interbank Offered Rate ("LIBOR") plus a specified margin based upon PFSA's credit ratings. PFSA must pay a facility fee ranging from 9.0 to 25.0 basis points per annum (based upon PFSA's credit ratings) on the amount of each lender's commitment and letter of credit fee for each letter of credit issued and outstanding under the Amended Credit Facility.
In August 2015, Pentair plc, PISG and PFSA entered into a First Amendment to the Amended Credit Facility (the "First Amendment"), which, among other things, increased the Leverage Ratio (as defined below) following the ERICO Acquisition from 3.50 to 1.00 on the last day of each fiscal quarter to the amounts specified below. Additionally, in September 2015, Pentair plc, PISG and PFSA entered into a Second Amendment to the Amended Credit Facility (the "Second Amendment", and together with the First Amendment, the "Amendments"), which, among other things, increased the maximum aggregate availability to $2,500.0 million.
PFSA is authorized to sell short-term commercial paper notes to the extent availability exists under the Amended Credit Facility. PFSA uses the Amended Credit Facility as back-up liquidity to support 100% of commercial paper outstanding. As of December 31, 2015 and 2014, we had $179.5 million and $987.6 million, respectively, of commercial paper outstanding, all of which was classified as long-term as we have the intent and the ability to refinance such obligations on a long-term basis under the Amended Credit Facility.
Our debt agreements contain certain financial covenants, the most restrictive of which are in the Amended Credit Facility (as updated for the Amendments), including that we may not permit (i) the ratio of our consolidated debt plus synthetic lease obligations to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization, non-cash share-based compensation expense, and up to a lifetime maximum $25.0 million of costs, fees and expenses incurred in connect with certain acquisitions, investments, dispositions and the issuance, repayment or refinancing debt, and in addition (but without duplication of) the fees, cost and expenses referred above, any fees costs and expenses, in an aggregate amount not to exceed $50.0 million, incurred in connection with the ERICO Acquisition and any related incurrance, issuance, repayment or refinancing of debt ("EBITDA") for the four consecutive fiscal quarters then ended (the "Leverage Ratio") to exceed (a) 4.50 to 1.00 as of the last day of any period of four consecutive fiscal quarters ending on or prior to June 30, 2016; (b) 4.25 to 1.00 as of the last day of the period of four consecutive fiscal quarters ending on September 30, 2016; (c) 4.00 to 1.00 as of the last day of the period of four consecutive fiscal quarters ending on December 31, 2016; (d) 3.75 to 1.00 as of the last day of the period of four consecutive fiscal quarters ending after December 31, 2016 but before June 30, 2017; and (e) 3.50 to 1.00 as of the last day of the period of four consecutive fiscal quarters ending after June 30, 2017, and (ii) the ratio of our EBITDA for the four consecutive fiscal quarters then ended to our consolidated interest expense, including consolidated yield or discount accrued as to outstanding securitization obligations (if any), for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, the Amended Credit Facility provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates. As of December 31, 2015, we were in compliance with all financial covenants in our debt agreements.
Total availability under the Amended Credit Facility was $1,139.1 million as of December 31, 2015, which was limited to $640.6 million by the Leverage Ratio in the Amended Credit Facility’s credit agreement.
In addition to the Amended Credit Facility, we have various other credit facilities with an aggregate availability of $50.6 million, of which none was outstanding at December 31, 2015. Borrowings under these credit facilities bear interest at variable rates.
Debt outstanding at December 31, 2015 matures on a calendar year basis as follows:
In millions
2016
2017
2018
2019
2020
Thereafter
Total
Contractual debt obligation maturities
$

$
350.0

$
500.0

$
2,159.3

$
400.0

$
1,300.0

$
4,709.3

Capital lease obligations
0.7






0.7

Total maturities
$
0.7

$
350.0

$
500.0

$
2,159.3

$
400.0

$
1,300.0

$
4,710.0


Capital lease obligations relate primarily to land and buildings and consist of total future minimum lease payments of $0.8 million, less the imputed interest of $0.1 million, as of December 31, 2015.
As of December 31, 2015 and 2014, the recorded values of the assets acquired under capital lease were $14.7 million and $19.5 million, respectively, less accumulated amortization of $2.9 million and $2.4 million, respectively, all of which were included in Property, plant and equipment, net on the Consolidated Balance Sheets.