XML 30 R13.htm IDEA: XBRL DOCUMENT v3.8.0.1
Debt
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Debt
Debt
A summary of long-term debt, net of unamortized debt issuance costs, and the related weighted average interest rates is shown below (in millions):
 
September 30, 2017
 
December 31, 2016
Debt Instrument
Long-Term Debt
 
Debt Issuance Costs (2)
 
Long-Term
Debt, Net
 
Weighted
Average
Interest
Rate
 
Long-Term Debt
 
Debt Issuance Costs (2)
 
Long-Term
Debt, Net
 
Weighted
Average
Interest
Rate
Credit Agreement — Term Loan Facility
$
250.0

 
$
(1.9
)
 
$
248.1

 
2.7%
 
$
468.7

 
$
(1.6
)
 
$
467.1

 
2.105%
4.75% Senior Notes due 2023 ("2023 Notes")

 

 

 
N/A
 
500.0

 
(4.8
)
 
495.2

 
4.75%
5.375% Senior Notes due 2024 ("2024 Notes")
325.0

 
(2.5
)
 
322.5

 
5.375%
 
325.0

 
(2.8
)
 
322.2

 
5.375%
5.25% Senior Notes due 2025 ("2025 Notes")
650.0

 
(6.0
)
 
644.0

 
5.25%
 
650.0

 
(6.6
)
 
643.4

 
5.25%
3.8% Senior Notes due 2027 ("2027 Notes") (1)
744.8

 
(6.0
)
 
738.8

 
3.885%
 

 

 

 
N/A
Other
8.6

 

 
8.6

 
N/A
 
5.7

 

 
5.7

 
N/A
 
$
1,978.4

 
$
(16.4
)
 
1,962.0

 
 
 
$
1,949.4

 
$
(15.8
)
 
1,933.6

 
 
Less — Current portion
 
 
 
 
(9.0
)
 
 
 
 
 
 
 
(35.6
)
 
 
Long-term debt
 
 
 
 
$
1,953.0

 
 
 
 
 
 
 
$
1,898.0

 
 
(1) Net of unamortized discount of $5.2 million
(2) Unamortized portion
Senior Notes
The issuance date, maturity date and interest payable dates of the Company's senior unsecured 2024 Notes, 2025 Notes and 2027 Notes (together, the "Notes") are as shown below:
Note
Issuance Date
 
Maturity Date
 
Interest Payable Dates
2024 Notes
March 2014
 
March 15, 2024
 
March 15 and September 15
2025 Notes
November 2014
 
January 15, 2025
 
January 15 and July 15
2027 Notes
August 2017
 
September 15, 2027
 
March 15 and September 15

In August 2017, the Company issued $750.0 million in aggregate principal amount at maturity of senior unsecured notes due 2027 at a stated coupon rate of 3.8%. The 2027 Notes were priced at 99.294% of par, resulting in a yield to maturity of 3.885%. The proceeds from the offering of $744.7 million, after original issue discount, were used to redeem the $500.0 million in aggregate principal amount of the 2023 Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a "make-whole" premium of $17.0 million, as well as to refinance a portion of the Company's $500.0 million prior term loan facility (see "— Credit Agreement" below). In connection with these transactions, the Company recognized a loss of $21.2 million on the extinguishment of debt in the three and nine months ended September 30, 2017, and paid related issuance costs of $6.0 million.
Prior to June 15, 2027 (three months prior to the maturity date), the Company, at its option, may redeem some or all of the 2027 Notes at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium as of, and accrued and unpaid interest to, the redemption date. At any time on or after June 15, 2027, but prior to the maturity date of September 15, 2027, the Company, at its option, may redeem some or all of the 2027 Notes, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
Guarantees
The Notes are senior unsecured obligations. As discussed further in "— Credit Agreement" below, upon termination of the Company’s prior credit agreement, the subsidiaries that previously guaranteed the 2024 Notes and 2025 Notes were automatically released as guarantors. There are currently no guarantors of the Company’s obligations under the Notes.
Covenants
Subject to certain exceptions, the indentures governing the Notes contain restrictive covenants that, among other things, limit the ability of the Company to: (i) create or permit certain liens and (ii) consolidate, merge or sell all or substantially all of the Company’s assets. The indenture governing the 2024 Notes limits the ability of the Company to enter into sale and leaseback transactions. The indentures governing the Notes also provide for customary events of default. As of September 30, 2017, the Company was in compliance with all covenants under the indentures governing the Notes.
Credit Agreement
In August 2017, the Company entered into a new unsecured credit agreement (the "Credit Agreement") consisting of a $1.75 billion revolving credit facility ("Revolving Credit Facility") and a $250.0 million term loan facility (the "Term Loan Facility"), both of which mature on August 8, 2022. In connection with this transaction, the Company borrowed $250.0 million under the Term Loan Facility and paid related issuance costs of $5.7 million. At the same time, the Company terminated its previously existing credit agreement, which consisted of a $1.25 billion revolving credit facility and a $500 million term loan facility, and repaid amounts outstanding under the term loan facility of $453.1 million. Together with the offering of the 2027 Notes, these transactions extended the Company's maturity profile and increased its borrowing capacity.
As of September 30, 2017, there were no borrowings outstanding under the Revolving Credit Facility and $250.0 million of borrowings outstanding under the Term Loan Facility. As of December 31, 2016, there were no borrowings outstanding under the Company's prior revolving credit facility and $468.7 million of borrowings outstanding under the Company's prior term loan facility.
Advances under the Revolving Credit Facility and the Term Loan Facility generally bear interest based on (i) the Eurocurrency Rate (as defined in the Credit Agreement) or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin, determined in accordance with a pricing grid. The range and the rate as of September 30, 2017, are as follows (in percentages):
 
 
Eurocurrency Rate
 
Base Rate
 
 
Minimum
 
Maximum
 
Rate as of
September 30, 2017
 
Minimum
 
Maximum
 
Rate as of
September 30,
2017
Revolving Credit Agreement
 
1.00
%
 
1.60
%
 
1.30
%
 
0.00
%
 
0.60
%
 
0.30
%
Term Loan Facility
 
1.125
%
 
1.90
%
 
1.50
%
 
0.125
%
 
0.90
%
 
0.50
%

A facility fee, which ranges from 0.125% to 0.30% of the total amount committed under the Revolving Credit Facility, is payable quarterly.
Guarantees
The Credit Agreement eliminated the subsidiary guarantees required under the Company's prior credit agreement. There are currently no guarantors of the Company’s obligations under the Credit Agreement.
Covenants
The Credit Agreement contains various customary representations, warranties and covenants by the Company, including, without limitation, (i) covenants regarding maximum leverage, (ii) limitations on fundamental changes involving the Company or its subsidiaries and (iii) limitations on indebtedness and liens. As of September 30, 2017, the Company was in compliance with all covenants under the Credit Agreement.
Scheduled Maturities
As of September 30, 2017, scheduled maturities related to the Term Loan Facility for the five succeeding years, as of the date of this Report, are shown below (in millions):
2017 (1)
$
1.6

2018
6.3

2019
7.8

2020
14.0

2021
14.0

2022
206.3

(1) Scheduled maturities for the fourth quarter of 2017
Other
As of September 30, 2017, other long-term debt consists of amounts outstanding under capital leases.
For further information related to the 2024 Notes, the 2025 Notes and the prior credit agreement, see Note 6, "Debt," to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.