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LONG-TERM DEBT
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
LONG-TERM DEBT

NOTE 5 – LONG-TERM DEBT

The Company’s long-term debt consisted of the following:

 

In millions

 

 

March 31,

2020

 

 

December 31, 2019

 

$1.2 billion Senior Credit Facility, due in 2022

$

774.0

 

 

$

758.7

 

$1.3 billion Term Loan, due in 2022

 

1,128.3

 

 

 

1,172.2

 

$600 million Senior Notes, due 2024

 

600.0

 

 

 

600.0

 

Promissory notes and deferred consideration weighted average maturity 2.3 years at 2020 and 2.5 years at 2019

 

66.2

 

 

 

73.1

 

Foreign bank debt weighted average maturity 1.4 years at 2020 and 1.6 years at 2019

 

37.3

 

 

 

42.2

 

Obligations under finance leases

 

28.9

 

 

 

30.4

 

Total debt

 

2,634.7

 

 

 

2,676.6

 

Less: current portion of total debt

 

101.4

 

 

 

103.1

 

Less: unamortized debt issuance costs

 

14.5

 

 

 

14.2

 

Long-term portion of total debt

$

2,518.8

 

 

$

2,559.3

 

 

The estimated fair value of our debt approximated $2.63 billion and $2.73 billion as of March 31, 2020 and December 31, 2019, respectively. These fair value amounts were estimated using an income approach by applying market interest rates for comparable instruments and developed based on inputs classified as Level 2 within the fair value hierarchy.

          

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 December 31, 2021 and 4.50 to 1.00 thereafter.

upon the consummation of the divesture of the Domestic Environmental Solutions business Disposal Group, each of the foregoing maximum permitted Consolidated Leverage Ratio levels will step down to 4.75 to 1.00 until December 31, 2021 and 4.25 to 1.00 thereafter.

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.

In the three months ended March 31, 2020 and in connection with the Fifth Amendment, the Company incurred issuance costs of $1.7 million, of which $0.3 million has been charged to Interest expense, net. The remainder was capitalized as unamortized debt issuance costs and is being amortized to Interest expense, net over the remaining term of the Credit Agreement.

The Company may make prepayments against the amended Senior Credit Facility, in whole or in part, without premium or penalty. The Company would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. In April 2020, with the net proceeds generated from the divestiture of the Domestic Environmental Solutions business, the Company made principal repayments of approximately $430.0 million, which excludes certain transaction costs, final working capital adjustments, or other adjustments associated with the divestiture.   

As of March 31, 2020, the Company was in compliance with its Consolidated Leverage Ratio covenant, with an actual ratio of 4.50 to 1.00, which was below the allowed maximum ratio of 5.00 to 1.00 as set forth in the Fifth Amendment. On April 6, 2020, the Company completed the divestiture of the Domestic Environmental Solutions business. Therefore, effective April 6, 2020, the Consolidated Leverage Ratio will be decreased by 0.25 to 4.75 to 1.00 for fiscal quarters ending on or before December 31, 2021 and 4.25 to 1.00 for fiscal quarters ending on or after March 31, 2022.

Due to COVID-19 and related uncertainty of its impacts on future operating results, it is reasonably likely that the Company could exceed this Consolidated Leverage Ratio threshold at some point in the next 12 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, and/or cause their loans to become due and payable in full, foreclose against any assets securing the debt under our Credit Agreement and force us and our subsidiaries into bankruptcy or liquidation.

Amounts committed to outstanding letters of credit, the unused portion of the Company’s Senior Credit Facility and other letters of credit outstanding at were as follows:

 

In millions

 

 

March 31, 2020

 

 

December 31, 2019

 

Outstanding letters of credit under Senior Credit Facility

$

29.0

 

 

$

33.0

 

Unused portion of the Senior Credit Facility

 

397.0

 

 

 

408.3