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Debt
12 Months Ended
Dec. 31, 2020
Debt [Abstract]  
Debt [Text Block]
Note 20 – Debt
Debt as of December 31, 2020 and 2019 includes the
 
following:
As of December 31, 2020
As of December 31, 2019
Interest
Outstanding
 
Interest
Outstanding
 
Rate
Balance
Rate
Balance
Credit Facilities:
Revolver
1.65%
$
160,000
3.20%
$
171,169
U.S. Term Loan
1.65%
570,000
3.20%
600,000
EURO Term Loan
1.50%
157,062
1.50%
151,188
Industrial development bonds
5.26%
10,000
5.26%
10,000
Bank lines of credit and other debt obligations
Various
2,072
Various
2,608
Total debt
$
899,134
$
934,965
Less: debt issuance costs
(11,099)
(14,196)
Less: short-term and current portion of long-term debts
(38,967)
(38,332)
Total long
 
-term debt
$
849,068
$
882,437
Credit facilities
The Company’s primary
 
credit facility (as amended, the “Credit Facility”) is comprised
 
of a $
400.0
 
million multicurrency
revolver (the “Revolver”), a $
600.0
 
million 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 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 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.
 
The variable interest rate incurred on the outstanding borrowings under
 
the Credit Facility during the year
ended December 31, 2020 was approximately
2.2
%.
 
As of December 31, 2020, the variable interest rate on the outstanding
borrowings under the Credit Facility was approximately
1.6
%.
 
In addition to paying interest on outstanding principal under
 
the Credit
Facility, the Company
 
is required to pay a commitment fee ranging from
0.2
% to
0.3
% depending on the Company’s
 
consolidated net
leverage ratio to the lenders under the Revolver in
 
respect of the unutilized commitments thereunder.
 
The Company has unused
capacity under the Revolver of approximately $
234
 
million, net of bank letters of credit of approximately $
6
 
million, as of December
31, 2020.
 
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 the closing of the Combination and executing the
 
Credit Facility on August 1, 2019,
the Company paid approximately $
6.3
 
million of ticking fees.
The Credit Facility is subject to certain financial and
 
other covenants.
 
The Company’s initial consolidated net debt to
consolidated adjusted EBITDA ratio could not exceed 4.25 to 1, with step downs in the permitted ratio over the term of the Credit
Facility. As of December 31, 2020, the consolidated net debt to adjusted EBITDA may not exceed 4.00 to 1. The Company’s
consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1 over the term of the agreement. The Credit
Facility also prohibits the payment of cash dividends if the Company is in default or if the amount of the dividend paid annually
exceeds 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.
 
As of December 31, 2020
and December 31, 2019, the Company was in compliance with all of the Credit Facility covenants.
 
The Term Loans have
 
quarterly
principal amortization during their five-year terms,
 
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.
 
During the year ended December 31, 2020, the
Company made four quarterly amortization payments
 
related to the Term Loans
 
totaling $
37.6
 
million.
 
The 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
are guaranteed only by certain foreign subsidiaries on
 
an unsecured basis.
The 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 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 Credit
 
Facility, based on the Company’s
 
consolidated net leverage ratio.
 
At the
time the Company entered into the swaps, and as
 
of December 31, 2020,
 
the aggregate interest rate on the swaps, including the fixed
base rate plus an applicable margin, 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 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 are being
amortized into interest expense over the five-year term
 
of the Credit Facility.
 
As of December 31, 2020 and 2019,
 
the Company had
$
11.1
 
million and $
14.2
 
million, respectively,
 
of debt issuance costs recorded as a reduction of long-term
 
debt.
 
As of December 31,
2020 and 2019, the Company had $
5.9
 
million and $
7.6
 
million, respectively,
 
of debt issuance costs recorded within other assets.
Industrial development bonds
As of December 31, 2020 and 2019, the Company
 
had fixed rate, industrial development authority bonds totaling $
10.0
 
million in
principal amount due in
2028
.
 
These bonds have similar covenants to the Credit Facility noted
 
above.
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
.
 
Bank lines of credit and other
 
debt obligations
The Company has certain unsecured bank lines of credit
 
and discounting facilities in certain 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, 2020 was approximately $
40
 
million.
In addition to the bank letters of credit described in
 
the “Credit facilities” subsection above, the Company’s
 
only other off-balance
sheet arrangements include certain financial and other
 
guarantees.
 
The Company’s total bank
 
letters of credit and guarantees
outstanding as of December 31, 2020 were approximately
 
$
10
 
million.
The Company incurred the following debt related expenses
 
included within Interest expense, net, in the Consolidated
 
Statements
of Income:
Year
 
Ended December 31,
2020
2019
2018
Interest expense
$
23,552
$
16,788
$
6,158
Amortization of debt issuance costs
4,749
1,979
70
Total
$
28,301
$
18,767
$
6,228
Based on the variable interest rates associated with the Credit
 
Facility, as of December
 
31, 2020 and 2019, the amounts at which
the Company’s total debt
 
were recorded are not materially different from
 
their fair market value.
At December 31, 2020, 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:
2021
$
38,795
2022
57,850
2023
76,943
2024
715,227
2025
231