XML 23 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt
 9 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
Coupon Interest RateEffective Interest Rate
Fair Value of Liability Component at Issuance(1)
December 31, 2021March 31, 2021
Revolving Credit Facility$1,540.1 $2,346.6 
3.922% 2021 Notes3.922%4.5%— 1,000.0 
4.333% 2023 Notes4.333%4.7%1,000.0 1,000.0 
2.670% 2023 Notes2.670%2.8%1,000.0 1,000.0 
0.972% 2024 Notes0.972%1.1%1,400.0 1,400.0 
0.983% 2024 Notes(2)
0.983%1.1%1,000.0 — 
4.250% 2025 Notes4.250%4.6%1,200.0 1,200.0 
Total Senior Indebtedness(3)
7,140.1 7,946.6 
Senior Subordinated Convertible Debt - Principal Outstanding
2015 Senior Convertible Debt1.625%5.9%$30.4 34.4 141.4 
2017 Senior Convertible Debt1.625%6.0%$155.9 193.0 333.3 
2020 Senior Convertible Debt0.125%5.1%$555.5 665.5 665.5 
Junior Subordinated Convertible Debt - Principal Outstanding
2017 Junior Convertible Debt2.250%7.4%$5.4 10.1 122.6 
Total Convertible Debt903.0 1,262.8 
Gross long-term debt including current maturities8,043.1 9,209.4 
Less: Debt discount(4)
(146.9)(273.0)
Less: Debt issuance costs(5)
(27.7)(32.3)
Net long-term debt including current maturities7,868.5 8,904.1 
Less: Current maturities(6)
— (1,322.9)
Net long-term debt$7,868.5 $7,581.2 

(1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component.  The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance.  The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt.
(2) The 0.983% 2024 Notes mature on September 1, 2024, and interest is payable semi-annually in arrears on March 1 and September 1 of each year.
(3) The 4.333% 2023 Notes, the 2.670% 2023 Notes, the 0.972% 2024 Notes, the 0.983% 2024 Notes, the 4.250% 2025 Notes, and the Revolving Credit Facility are senior unsecured debt. Prior to the December 16, 2021 amendment, the 4.333% 2023 Notes, the 2.670% 2023 Notes, the 0.972% 2024 Notes, the 0.983% 2024 Notes, and the Revolving Credit Facility were senior secured debt.

(4) The unamortized discount consists of the following (in millions):
December 31,March 31,
20212021
3.922% 2021 Notes$— $(0.3)
4.333% 2023 Notes(1.6)(2.4)
2.670% 2023 Notes(1.6)(2.3)
0.972% 2024 Notes(2.8)(3.8)
0.983% 2024 Notes(2.5)— 
4.250% 2025 Notes(10.8)(12.8)
2015 Senior Convertible Debt(4.0)(20.1)
2017 Senior Convertible Debt(36.9)(71.3)
2020 Senior Convertible Debt(82.0)(101.6)
2017 Junior Convertible Debt(4.7)(58.4)
Total unamortized discount$(146.9)$(273.0)

(5) Debt issuance costs consist of the following (in millions):
December 31,March 31,
20212021
Revolving Credit Facility$(11.2)$(10.0)
3.922% 2021 Notes— (0.7)
4.333% 2023 Notes(3.5)(5.3)
2.670% 2023 Notes(0.9)(1.3)
0.972% 2024 Notes(1.5)(2.0)
0.983% 2024 Notes(1.5)— 
4.250% 2025 Notes(1.4)(1.7)
2015 Senior Convertible Debt(0.1)(0.7)
2017 Senior Convertible Debt(0.9)(1.8)
2020 Senior Convertible Debt(6.7)(8.3)
2017 Junior Convertible Debt— (0.5)
Total debt issuance costs$(27.7)$(32.3)

(6) As of March 31, 2021, current maturities consisted of the liability component of the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt, and the 3.922% 2021 Notes which were due June 1, 2021.

Expected maturities relating to the Company’s debt obligations as of December 31, 2021 are as follows (in millions):
Fiscal year ending March 31,Expected Maturities
2022$— 
2023— 
20243,400.0 
20251,700.0 
20261,200.0 
Thereafter1,743.1 
Total$8,043.1 

Ranking of Convertible Debt - Each series of Convertible Debt is an unsecured obligation which is subordinated in right of payment to the amounts outstanding under the Company's Senior Indebtedness. The 2017 Junior Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior Indebtedness and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries.  The Senior Subordinated Convertible Debt is subordinated to the Senior Indebtedness; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the 2017 Junior Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the Company's secured and
unsecured unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries.

Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified conversion rates (see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (i) such time as the closing price of the Company's common stock exceeds the applicable conversion price (see table below) by 130% for 20 days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter or (ii) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes of a given series for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day or (iii) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, with the exception of the 2020 Senior Convertible Debt, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable conversion price at such time, the applicable conversion rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable conversion rate exceed the applicable maximum conversion rate specified in the indenture for the applicable series of Convertible Debt (see table below).

The following table sets forth the applicable conversion rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable incremental share factors and maximum conversion rates as adjusted for dividends paid since the applicable issuance date:
Dividend adjusted rates as of December 31, 2021
Conversion RateApproximate Conversion PriceIncremental Share FactorMaximum Conversion Rate
2015 Senior Convertible Debt(1)
33.3270 $30.01 16.6635 46.6576 
2017 Senior Convertible Debt(1)
21.3712 $46.79 10.6856 30.4540 
2020 Senior Convertible Debt(1)
10.7188 $93.29 — 15.0062 
2017 Junior Convertible Debt(1)
21.7529 $45.97 10.8766 30.4540 

(1) As of December 31, 2021, the 2020 Senior Convertible Debt was not convertible. As of December 31, 2021, the holders of each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt have the right to convert their notes between January 1, 2022 and March 31, 2022 because the Company's common stock price has exceeded the applicable conversion price for such series by 130% for the specified period of time during the quarter ended December 31, 2021. As of December 31, 2021, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 44.2473 shares of common stock, 26.3137 shares of common stock, and 26.8863 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $87.06 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of December 31, 2021, each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt had a conversion value in excess of par of $98.2 million, $249.2 million, and $13.6 million, respectively.

With the exception of the 2020 Senior Convertible Debt, which may be redeemed by the Company on or after November 20, 2022, the Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is provided for any series of Convertible Debt. Under the terms of the applicable indenture, the Company may repurchase any series of Convertible Debt in the open market through privately negotiated exchange offers. Upon the occurrence of a fundamental change, as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest.
Interest expense consists of the following (in millions):
Three Months Ended December 31,Nine Months Ended December 31,
2021202020212020
Debt issuance cost amortization$2.2 $3.7 $7.4 $11.5 
Debt discount amortization1.7 1.6 5.3 4.7 
Interest expense45.3 59.2 144.9 171.3 
Total interest expense on Senior Indebtedness49.2 64.5 157.6 187.5 
Debt issuance cost amortization0.6 0.5 1.8 1.7 
Debt discount amortization9.0 12.8 29.6 52.8 
Coupon interest expense1.5 7.8 6.5 33.9 
Total interest expense on Convertible Debt11.1 21.1 37.9 88.4 
Other interest expense1.8 0.9 3.7 3.0 
Total interest expense $62.1 $86.5 $199.2 $278.9 

The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 3.1 years, 5.1 years, 2.9 years, and 15.1 years for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt, respectively.  

The Company's settlement transactions in the nine months ended December 31, 2021 consist of the following (in millions)(1):

Principal Amount SettledConsideration
Fair Value Settled(2)
Equity Component(2)
Net Loss on Inducements and Settlements
Cash PaidValue of Shares IssuedTotal
December 2021
2015 Senior Convertible Debt(3)
$36.6 $36.6 $103.9 $140.5 $36.2 $104.2 $4.1 
2017 Senior Convertible Debt(3)
$39.7 $39.7 $61.4 $101.1 $37.4 $63.0 $6.3 
2017 Junior Convertible Debt(3)
$19.9 $19.9 $31.6 $51.5 $15.7 $35.9 $5.1 
Revolving Credit Facility(4)
$— $— $— $— $— $— $0.6 
August 2021(5)
2015 Senior Convertible Debt$70.4 $70.4 $159.9 $230.3 $71.0 $158.9 $10.6 
2017 Senior Convertible Debt$100.7 $100.7 $123.5 $224.2 $100.0 $113.0 $31.5 
2017 Junior Convertible Debt$92.5 $92.5 $115.8 $208.3 $87.7 $116.6 $43.1 
June 2021(6)
3.922% 2021 Notes$1,000.0 $1,000.0 $— $1,000.0 $— $— $0.3 

(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.
(2) The total consideration for the convertible debt settlements was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement.
(3) The Company used cash generated from operations to finance a portion of such settlement.
(4) In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on settlement of debt of $0.6 million.
(5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(6) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.

0.983% 2024 Notes

The Company may, at its option, redeem some or all of the 0.983% 2024 Notes in the manner set forth in the 0.983% 2024 Notes indenture. If the Company experiences a specified change of control triggering event set forth in the 0.983% 2024 Notes indenture the Company must offer to repurchase the 0.983% 2024 Notes at a price equal to 101% of the principal amount of the note repurchased, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The 0.983% 2024 Notes indenture contains certain customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, create or incur certain liens, and enter into sale and leaseback transactions, sell or otherwise dispose of any assets constituting collateral securing the 0.983% 2024 Notes, and consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, to another person. These covenants are subject to a number of limitations and exceptions set forth in the 0.983% 2024 Notes indenture.

The 0.983% 2024 Notes are guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligations under the Credit Agreement and under the Company’s existing Senior Indebtedness. In the future, certain subsidiaries of the Company that are guarantors or other obligors of the Credit Agreement are required to guarantee the 0.983% 2024 Notes.

Senior Credit Facilities

In December 2021, the Company amended and restated the Company's Credit Agreement in its entirety. In connection therewith, the collateral securing the Credit Agreement prior to such amendment and restatement was released. The amended and restated Credit Agreement provides for an unsecured revolving loan facility up to $2.75 billion that terminates on December 16, 2026. The Credit Agreement also permits the Company, subject to certain conditions, to add one or more incremental term loan facilities or increase the revolving loan commitments up to $750.0 million.

The revolving loans bear interest, at the Company’s option, at the base rate plus a spread of 0.125% to 0.50%, an adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling) plus a spread of 1.125% to 1.50%, or an adjusted term SOFR or adjusted EURIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.125% to 1.50%, in each case, with such spread being determined based on the credit ratings for certain of the Company’s senior, unsecured debt. The base rate means the highest of the prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted term SOFR rate for a 1-month interest period plus a margin equal to 1.00%. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted term SOFR or adjusted EURIBOR rates.
The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of substantially all assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. As of December 31, 2021, the Company was in compliance with these financial covenants.