Debt

12 Months Ended

Dec. 31, 2019

Debt [Abstract]

Debt [Text Block]

Note 20 – Debt

Debt as of December 31, 2019 and 2018 includes the following:

		As of December 31, 2019				As of December 31, 2018
		Interest		Outstanding		Interest	Outstanding
		Rate		Balance		Rate	Balance
Credit Facilities:
	Revolver		3.20%	$	171,169	1.00%	$	24,034
	U.S. Term Loan		3.20%		600,000	N/A		—
	EURO Term Loan		1.50%		151,188	N/A		—
Industrial development bonds			5.26%		10,000	5.26%		10,000
Bank lines of credit and other debt obligations			Various		2,608	Various		2,570
Total debt				$	934,965		$	36,604
Less: debt issuance costs					(14,196)			—
Less: short-term and current portion of long-term debts					(38,332)			(670)
Total long-term debt				$	882,437		$	35,934

Credit facilities

Prior to the Combination, the Company secured commitments from certain banks for a new credit facility (as amended, the “New Credit Facility”). Concurrent with the closing of the Combination on August 1, 2019, those banks, Bank of America N.A. as administrative agent, the Company and certain other parties closed on the New Credit Facility, replacing the Company’s previous revolving credit facility (the “Old Credit Facility”).

The New Credit Facility is comprised of a $400.0 million multicurrency revolver (“the Revolver”), a $600.0 million U.S. term loan (the “U.S. Term Loan”), each with the Company as borrower, and a $150.0 million (as of August 1, 2019) Euro equivalent term loan (the “EURO Term Loan” and together with the “U.S. Term Loan”, the “Term Loans”) with Quaker Chemical B.V., a Dutch subsidiary of the Company as borrower, each with a five-year term maturing in August 2024. Subject to the consent of the administrative agent and certain other conditions, the Company may designate additional borrowers. The maximum amount available under the New Credit Facility can be increased by up to $300.0 million at the Company’s request if there are lenders who agree to accept additional commitments and the Company has satisfied certain other conditions. Borrowings under the New Credit Facility bear interest at a base rate or LIBOR plus an applicable margin based upon the Company’s consolidated net leverage ratio. There are LIBOR replacement provisions that contemplate a further amendment if and when LIBOR ceases to be reported. Interest incurred on the outstanding borrowings under the New Credit Facility post-closing of the Combination through December 31, 2019 was approximately 3.1% per annum. In addition to paying interest on outstanding principal under the New Credit Facility, the Company is

required to pay a 0.25% commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder. The Company has unused capacity under the Revolver of approximately $221 million, net of bank letters of credit of approximately $8 million, as of December 31, 2019. Until closing of the Combination, the Company incurred ticking fees to maintain the bank commitment, which began to accrue on September 29, 2017. Concurrent with closing of the Combination and executing the New Credit Facility, the Company paid approximately $6.3 million of ticking fees.

The New Credit Facility is subject to certain financial and other covenants. The Company’s initial consolidated net debt to consolidated adjusted EBITDA ratio cannot exceed 4.25 to 1, with step downs in the permitted ratio over the course of the New Credit Facility. The Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. Such covenants are more fully defined in the New Credit Facility, of which the associated credit agreement is included as an exhibit to this Report. The New Credit Facility has limitations on the ability of the Company to pay dividends; it may not pay cash dividends if it is in default and the amount it may pay each year is limited to the greater of $50.0 million and 20% of consolidated adjusted EBITDA unless the ratio of consolidated net debt to consolidated adjusted EBITDA is less than 2.0 to 1, in which case there is no such limitation on amount. At the closing of the Combination and as of December 31, 2019, the Company was in compliance with all of the New Credit Facility covenants. The Term Loans have quarterly principal amortization during their respective five-year maturities, with 5.0% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, with the remaining principal amount due at maturity. The New Credit Facility is guaranteed by certain of the Company’s domestic subsidiaries and is secured by first priority liens on substantially all of the assets of the Company and the domestic subsidiary guarantors, subject to certain customary exclusions. The obligations of the Dutch borrower only are guaranteed by certain foreign subsidiaries on an unsecured basis.

On March 17, 2020, the Company, the administrative agent, and certain other parties entered into an amendment (the “Amendment”) to the New Credit Facility. The New Credit Facility requires the Company to deliver to the administrative agent and each lender the audited consolidated financial statements of the Company at the end of each fiscal year. Without having obtained the Amendment, failing to observe this financial statements covenant by March 17, 2020 with respect to the Company’s financial statements for 2019 would have been an event of default under the New Credit Facility, thereby entitling the administrative agent and the lenders to accelerate the payment of the unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon, among other remedies. The Amendment extends the delivery dates for the foregoing financial statements to April 16, 2020.

The New Credit Facility required the Company to fix its variable interest rates on at least 20% of its total Term Loans. In order to satisfy this requirement as well as to manage the Company’s exposure to variable interest rate risk associated with the New Credit Facility, in November 2019, the Company entered into $170.0 million notional amounts of three-year interest rate swaps at a base rate of 1.64% plus an applicable margin as provided in the New Credit Facility, based on the Company’s consolidated net leverage ratio. At the time the Company entered into the swaps, this aggregate rate was 3.1%. See Note 25 of Notes to Consolidated Financial Statements.

The Company capitalized $23.7 million of certain third-party debt issuance costs in connection with executing the New Credit Facility. Approximately $15.5 million of the capitalized costs were attributed to the Term Loans and recorded as a direct reduction of long-term debt on the Company’s Consolidated Balance Sheet. Approximately $8.3 million of the capitalized costs were attributed to the Revolver and recorded within other assets on the Company’s Consolidated Balance Sheet. These capitalized costs will be amortized into interest expense over the five-year term of the New Credit Facility.

The Old Credit Facility was a $300.0 million syndicated multicurrency, unsecured revolving credit facility with a group of lenders. Borrowings under the Old Credit Facility generally bore interest at a base rate or LIBOR rate plus a margin. The Old Credit Facility had certain financial and other covenants, with the key financial covenant requiring that the Company’s consolidated total debt to adjusted EBITDA ratio could not exceed 3.50 to 1. During July 2019, the Old Credit Facility was amended and restated to extend the maturity date to August 31, 2020 and was subsequently replaced by the New Credit Facility as of August 1, 2019.

Industrial development bonds

As of December 31, 2019 and 2018, the Company had fixed rate, industrial development authority bonds due in 2028. As of December 31, 2017, the Company also had a $5.0 million industrial development authority bond bearing interest at a rate of 5.60%, which matured and was paid off during the fourth quarter of 2018. These bonds have similar covenants to the credit facilities noted above.

Bank lines of credit and other debt obligations

In connection with the Combination, the Company assumed certain unsecured bank lines of credit and discounting facilities in one of its foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries and capital lease obligations. Total unused capacity under these arrangements as of December 31, 2019 was approximately $28 million.

In addition to the bank letters of credit described in the Credit facilities section above, the Company’s only other off-balance sheet arrangements include financial guarantees. The Company’s total bank letters of credit and guarantees outstanding as of December 31, 2019 were approximately $15 million.

At December 31, 2019, annual maturities on long-term borrowings maturing in the next five fiscal years (excluding the reduction to long-term debt attributed to capitalized and unamortized debt issuance costs) are as follows:

2020	$	38,686
2021		38,007
2022		56,661
2023		75,414
2024		716,021

The Company incurred the following debt related expenses included within Interest expense, net, in the Consolidated Statements of Income:

		Year Ended December 31,
		2019		2018		2017
Interest expense	$	16,788	$	6,158	$	3,892
Amortization of debt issuance costs		1,979		70		241
Total	$	18,767	$	6,228	$	4,133

Based on the variable interest rates associated with the New Credit Facility and the Old Credit Facility, as of December 31, 2019 and 2018, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.