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DEBT
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
DEBT

NOTE 9 – DEBT

Long-term debt consisted of the following at December 31:

 

In millions

 

 

2019

 

 

2018

 

$1.2 billion senior credit facility, due in 2022

$

758.7

 

 

$

583.3

 

$1.3 billion term loan, due in 2022

 

1,172.2

 

 

 

902.5

 

$600 million Senior Notes, due in 2024

 

600.0

 

 

 

-

 

$125 million private placement notes, due in 2019 (repaid in June 2019, see below)

 

-

 

 

 

125.0

 

$225 million private placement notes, due in 2020 (repaid in June 2019, see below)

 

-

 

 

 

225.0

 

$150 million private placement notes, due in 2021 (repaid in June 2019, see below)

 

-

 

 

 

150.0

 

$125 million private placement notes, due in 2022 (repaid in June 2019, see below)

 

-

 

 

 

125.0

 

$200 million private placement notes, due in 2022 (repaid in June 2019, see below)

 

-

 

 

 

200.0

 

$100 million private placement notes, due in 2023 (repaid in June 2019, see below)

 

-

 

 

 

100.0

 

$150 million private placement notes, due in 2023 (repaid in June 2019, see below)

 

-

 

 

 

150.0

 

Promissory notes and deferred consideration, weighted average maturity of 2.49 and 2.74 years for 2019 and 2018

 

73.1

 

 

 

120.9

 

Foreign bank debt, weighted average maturity of 1.6 years for 2019 and 1.9 years for 2018

 

42.2

 

 

 

76.7

 

Obligations under finance leases (Note 6)

 

30.4

 

 

 

20.3

 

Total debt

 

2,676.6

 

 

 

2,778.7

 

Less: current portion of total debt

 

103.1

 

 

 

104.3

 

Less: unamortized debt issuance costs

 

14.2

 

 

 

10.5

 

Long-term portion of total debt

$

2,559.3

 

 

$

2,663.9

 

The weighted average interest rates on long-term debt, excluding finance leases, as of December 31, 2019 and 2018 were as follows:

 

2019

 

 

2018

 

$1.2 billion senior credit facility, due in 2022 (variable rate based on LIBOR)

 

3.57

%

 

 

3.77

%

$1.3 billion term loan, due in 2022 (variable rate based on LIBOR)

 

3.44

%

 

 

4.07

%

$600 million Senior Notes, due in 2024 (fixed rate)

 

5.38

%

 

 

 

$125 million private placement notes, due in 2019

 

 

 

 

3.43

%

$225 million private placement notes, due in 2020

 

 

 

 

5.22

%

$150 million private placement notes, due in 2021

 

 

 

 

3.64

%

$125 million private placement notes, due in 2022

 

 

 

 

4.01

%

$200 million private placement notes, due in 2022

 

 

 

 

3.47

%

$100 million private placement notes, due in 2023

 

 

 

 

3.54

%

$150 million private placement notes, due in 2023

 

 

 

 

3.93

%

Promissory notes and deferred consideration (fixed rate)

 

1.81

%

 

 

1.79

%

Foreign bank debt (variable rate)

 

4.43

%

 

 

5.81

%

Credit Agreement

The Company entered into the Credit Agreement, as amended which provided for a term loan facility of $950.0 million and a revolving credit facility of $1.2 billion. The obligations under the Credit Agreement are secured and the Company is required to meet certain covenants including the requirement to maintain the Consolidated Leverage Ratio below a maximum threshold.

On February 25, 2020, the Company executed a Fifth Amendment which amended the Credit Agreement to, among other things:

 

increase the maximum allowable Consolidated Leverage Ratio to 5.00 to 1.00 until the end of the first quarter of 2022 and 4.50 to 1.00 thereafter.

 

upon the consummation of the divesture of the ESOL Disposal Group, each of the foregoing maximum permitted Consolidated Leverage Ratio levels will step down to 4.75 to 1.00 and 4.25 to 1.00, respectively.

 

allow for continuation of the $200 million of cash add backs to EBITDA through December 31, 2020, and addbacks of $100 million until December 31, 2021, with no further addbacks thereafter.

 

increase the leverage ratio pricing tier of greater than 4.50 to 1.00 by 0.125%,

 

grant a first-priority security interest to the administrative agent for the benefit of the lenders in substantially all of the personal property of the Company and certain of its material domestic subsidiaries, including certain equity interests held by those entities.

We expect to incur facility and other fees of approximately $2.0 million in connection with the execution of the Fifth Amendment.

As of December 31, 2019, the Company was in compliance with its Consolidated Leverage Ratio covenant, with an actual ratio of 4.45 to 1.00, which was below the allowed maximum ratio of 5.00 to 1.00 as set forth in the Fifth Amendment.

Senior Notes

During 2019, the Company 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.

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.

Private Placement Notes

In addition, during 2019 the Company 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 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 on the Consolidated Balance Sheet.

Other Matters

Amounts committed to outstanding letters of credit and the unused portion of our Senior Credit Facility at December 31 were as follows:

 

In millions

 

 

2019

 

 

2018

 

Outstanding letters of credit under Senior Credit Facility

$

33.0

 

 

$

63.1

 

Unused portion of the Revolving Credit Facility

 

408.3

 

 

 

553.6

 

Payments due on long-term debt, excluding finance lease obligations, during each of the five years subsequent to December 31, 2019 are as follows:

 

In millions

 

2020

$

98.0

 

2021

 

126.7

 

2022

 

1,809.9

 

2023

 

5.1

 

2024

 

605.2

 

Thereafter

 

1.3

 

Total

$

2,646.2