Debt

12 Months Ended

Dec. 31, 2019

Debt and the average interest rates on debt outstanding were as follows:



In millions	Average interest rate at	Maturity year	December 31
In millions	December 31, 2019	Maturity year	2019			2018
Commercial paper	2.327%	2023	$	117.8		$	76.0
Revolving credit facilities	2.863%	2023	35.8			26.2
Term loans ⁽¹⁾	2.914%	2023	200.0			—
Senior notes - fixed rate ⁽¹⁾	2.650%	2019	—			250.0
Senior notes - fixed rate - Euro ⁽¹⁾	2.450%	2019	—			155.1
Senior notes - fixed rate ⁽¹⁾	3.625%	2020	74.0			74.0
Senior notes - fixed rate ⁽¹⁾	5.000%	2021	103.8			103.8
Senior notes - fixed rate ⁽¹⁾	3.150%	2022	88.3			88.3
Senior notes - fixed rate ⁽¹⁾	4.650%	2025	19.3			19.3
Senior notes - fixed rate ⁽¹⁾	4.500%	2029	400.0			—
Unamortized issuance costs and discounts	N/A	N/A	(9.9		)	(5.1		)
Total debt			$	1,029.1		$	787.6

⁽¹⁾Senior notes (“the Notes”) and the term loans are guaranteed as to payment by Pentair plc and PISG

In June 2019, Pentair, Pentair Finance S.à r.l. (“PFSA”) and Pentair Investments Switzerland GmbH (“PISG”) completed a public offering of $400.0 million aggregate principal amount of PFSA’s 4.500% Senior Notes due 2029 (the “2029 Notes”). The 2029 Notes are fully and unconditionally guaranteed as to payment of principal and interest by Pentair and PISG. We used the net proceeds of the 2029 Notes to partially repay outstanding commercial paper.

In April 2018, Pentair, PISG, PFSA and Pentair, Inc. entered into a credit agreement, providing for an $800.0 million senior unsecured revolving credit facility with a term of five years (the “Senior Credit Facility”), with Pentair and PISG as guarantors and PFSA and Pentair, Inc. as borrowers. The Senior Credit Facility has a maturity date of April 25, 2023. Borrowings under the Senior Credit Facility bear interest at a rate equal to an adjusted base rate or the London Interbank Offered Rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating. In May 2019, PFSA executed an increase of the Senior Credit Facility by $100.0 million for a total commitment up to $900.0 million in the aggregate.

In December 2019, the Senior Credit Facility was amended to provide for the extension of term loans in an aggregate amount of $200.0 million (the “Term Loans”). The Term Loans are in addition to the Senior Credit Facility commitment. In addition, PFSA has the option to further increase the Senior Credit Facility in an aggregate amount of up to $300.0 million, through a combination of increases to the total commitment amount of the Senior Credit Facility and/or one or more tranches of term loans in addition to the Term Loans, subject to customary conditions, including the commitment of the participating lenders.

As of December 31, 2019, total availability under the Senior Credit Facility was $746.4 million.

PFSA is authorized to sell short-term commercial paper notes to the extent availability exists under the Senior Credit Facility. PFSA uses the Senior Credit Facility as back-up liquidity to support 100% of commercial paper outstanding. PFSA had $117.8 million of commercial paper outstanding as of December 31, 2019 and $76.0 million as of December 31, 2018, all of which was classified as long-term debt as we have the intent and the ability to refinance such obligations on a long-term basis under the Senior Credit Facility.

Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility. The Senior Credit Facility contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of its consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”) on the last day of any period of four consecutive fiscal quarters to exceed 3.75 to 1.00 (the “Leverage Ratio”) and (ii) the ratio of our EBITDA to our consolidated interest expense, 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 Senior 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.

In addition to the Senior Credit Facility, we have various other credit facilities with an aggregate availability of $21.0 million, of which there were no outstanding borrowings at December 31, 2019. Borrowings under these credit facilities bear interest at variable rates.

In 2018, we used the $993.6 million of cash received from nVent as a result of the Distribution to pay down commercial paper and revolving credit facilities, redeem the remaining $255.3 million aggregate principal of our 2.9% fixed rate senior notes due 2018, and complete a cash tender offer in the amount of €363.4 million aggregate principal of our 2.45% senior notes due 2019. All costs associated with the repurchases of debt were recorded as a Loss on early extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Income, including $16.0 million premium paid on early extinguishment and $1.1 million of unamortized deferred financing costs.

We have $74.0 million aggregate principal amount of fixed rate senior notes maturing in 2020. We classified this debt as long-term as of December 31, 2019 as we have the intent and ability to refinance such obligation on a long-term basis under the Senior Credit Facility.

Debt outstanding, excluding unamortized issuance costs and discounts, at December 31, 2019 matures on a calendar year basis as follows:



In millions	2020		2021		2022		2023		2024		Thereafter		Total
Contractual debt obligation maturities	$	74.0	$	103.8	$	88.3	$	353.6	$	—	$	419.3	$	1,039.0