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DEBT

9 Months Ended

Sep. 30, 2019

NOTE 6 – DEBT

The Company’s Debt consisted of the following:

In millions
	September 30, 2019		December 31, 2018
$1.2 billion Senior Credit Facility, due in 2022	$	731.5	$	583.3
$1.3 billion Term Loan, due in 2022		1,227.3		902.5
$600 million Senior Notes, due 2024		600.0		-
$125 million private placement notes, due in 2019		-		125.0
$225 million private placement notes, due in 2020		-		225.0
$150 million private placement notes, due in 2021		-		150.0
$125 million private placement notes, due in 2022		-		125.0
$200 million private placement notes, due in 2022		-		200.0
$100 million private placement notes, due in 2023		-		100.0
$150 million private placement notes, due in 2023		-		150.0
Promissory notes and deferred consideration weighted average maturity 2.5 years at 2019 and 2.7 years at 2018		86.6		120.9
Foreign bank debt weighted average maturity 1.5 years at 2019 and 1.9 years at 2018		79.8		76.7
Obligations under finance leases		18.9		20.3
Total debt		2,744.1		2,778.7
Less: current portion of total debt		111.9		104.3
Less: unamortized debt issuance costs		15.2		10.5
Long-term portion of total debt	$	2,617.0	$	2,663.9

On June 14, 2019, the Company completed the following transactions:

Issued $600.0 million at par of aggregate principal Senior Notes, due July 2024, which are unsecured and bear interest at 5.375% per annum, payable on January 15 and July 15 of each year. The Senior Notes are fully and unconditionally guaranteed by each of the Company’s current domestic subsidiaries that guarantee the Company’s Senior Credit Facility. The Indenture limits the ability of the Company and its subsidiaries to incur certain liens, enter into certain sale

and leaseback transactions, and consolidate, merge or sell all or substantially all of their assets.

The Senior Notes will be redeemable, at the option of the Company, in whole or in part, at any time on or after July 15, 2021, at the redemption prices specified in the Indenture along with accrued interest. At any time prior to July 15, 2021, the Senior Notes may be redeemed, at the option of the Company, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest. In addition, the Company may redeem up to 40% of the Senior Notes at any time before July 15, 2021, with the net cash proceeds from certain equity offerings at a redemption price equal to 105.375%, plus accrued and unpaid interest.

In the event of both a change of control of the Company and a rating downgrade by the rating agencies, the Company will be required to offer to repurchase all outstanding Senior Notes at 101% of their principal amount, plus accrued and unpaid interest.

The Indenture contains customary events of default, which include (subject in certain cases to customary grace and cure periods), nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; failure to pay certain final judgments; and failure of certain guarantees to be enforceable.

Executed the Fourth Amendment which amends the Credit Agreement to (i) provide an incremental Term Loan of $365.0 million, (ii) modify the definition of “Consolidated EBITDA” to allow for the continuation of cash addbacks to EBITDA, up to a maximum of $200.0 million, (iii) revise the financial covenant requiring that the Company’s Consolidated Leverage Ratio cannot exceed: (a) 4.50 to 1.00, in the case of any fiscal quarter ending on or before March 31, 2020, (b) 4.25 to 1.00, in the case of any fiscal quarter ending during the period from April 1, 2020 through September 30, 2020, (c) 4.00 to 1.00, in the case of the fiscal quarter ending December 31, 2020, and (d) 3.75 to 1.00, in the case of any fiscal quarter ending thereafter and (iv) make certain other modifications to negative covenants related to restricted payments and investments that the Company may make.

Repaid in full $1.075 billion of the outstanding private placement notes using the net proceeds from the Senior Notes and the incremental Term Loan together with additional borrowings under the Senior Credit Facility.

In connection with the issuance of the Senior Notes the Company incurred $7.1 million of direct issuance costs, which have been capitalized in unamortized debt issuance costs and are being amortized to Interest expense, net over the term of the Senior Notes.

In connection with the Fourth Amendment, the Company incurred issuance costs of $2.0 million, of which $0.2 million has been charged to Interest expense, net and the remainder capitalized as unamortized debt issuance costs and are being amortized to Interest expense, net over the remaining term of the Credit Agreement.

In connection with the repayment of the private placement notes, the Company incurred a loss on early extinguishment of debt of $23.1 million comprising make whole premiums, payable under the terms of certain of the private placement notes, of $20.4 million and the write-off of $2.7 million of unamortized debt issuance costs associated with the private placement notes.

In addition, $3.4 million, representing the unamortized portion of premiums associated with interest rate locks executed in connection with the issuance of certain of the private placement notes, was recorded in Interest expense, net. These amounts were previously included in Accumulated other comprehensive loss.

As of September 30, 2019, the Company was in compliance with its Consolidated Leverage Ratio covenant, with an actual ratio of 4.41 to 1.00, which was below the allowed maximum ratio of 4.50 to 1.00 as set forth in the Fourth Amendment.

Based upon the Company’s current financial projections, it is reasonably likely that the Company could exceed this Consolidated Leverage Ratio threshold at some point in the next twelve months. This risk can be mitigated and potentially managed through appropriate spending controls, divestitures, restructuring the Company’s existing indebtedness, amending the Credit Agreement, or seeking temporary relief from the Consolidated Leverage Ratio covenant from the Company’s lenders.

A failure to comply with these provisions could result in an event of default. Upon an event of default, unless waived, the lenders could elect to terminate their commitments, cease making further loans, require cash collateralization of letters of credit, and/or cause their loans to become due and payable in full which could cause the Company and the Company’s subsidiaries to enter into bankruptcy or liquidation.

The Company has the ability and intends to use some of the availability under the revolving credit facility to refinance approximately $13.9 million of foreign debt due in 2020 and accordingly has presented the balance of these notes within the long-term portion of total debt as of September 30, 2019.

Amounts committed to outstanding letters of credit, the unused portion of the Company’s Senior Credit Facility and other letters of credit outstanding as of September 30, 2019 and December 31, 2018, were as follows:

In millions
	September 30, 2019		December 31, 2018
Outstanding letters of credit under Senior Credit Facility	$	36.2	$	63.1
Unused portion of the Senior Credit Facility		432.3		553.6
Other letters of credit outstanding		52.3		52.2