Long-Term Debt



(in millions)	March 31, 2017			December 31, 2016
North America
5.75% Senior Notes due 2022 ("5.75% Senior Notes")	$	600.0		$	600.0
Subordinated Convertible Notes due 2029 ("Subordinated Convertible Notes")	429.5			429.5
Debt discount	(255.0		)	(255.6		)
Debt issuance costs	(10.3		)	(10.6		)
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")	193.7			75.9
Other	9.0			9.0
Europe
Revolving Credit Facility	21.3			—
Other	6.1			7.4
Latin America credit facilities	58.2			82.4
Africa/Asia Pacific credit facilities	—			0.6
Total debt	1,052.5			938.6
Less current maturities	59.6			67.5
Long-term debt	$	992.9		$	871.1

At March 31, 2017, maturities of long-term debt during the twelve month periods beginning March 31, 2017 through April 1, 2022 and thereafter are $59.6 million, $217.2 million, $0.8 million, $0.7 million and $1.0 million, respectively, and $773.2 million thereafter.

The fair value of the Company's long-term debt, as noted below, was estimated using inputs other than quoted prices that are observable, either directly or indirectly.

5.75% Senior Notes

The Company's 5.75% Senior Notes are summarized in the table below:



	5.75% Senior Notes
(in millions)	March 31, 2017			December 31, 2016
Face Value	$	600.0		$	600.0
Debt issuance costs	(6.7		)	(7.0		)
Book value	593.3			593.0
Fair Value (Level 1)	588.7			579.0
Interest Rate	5.75		%	5.75		%
Interest Payment	Semi-Annual: Apr 1 & Oct 1
Maturity Date	October 2022
Guarantee	Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries



		5.75% Senior Notes
	Beginning Date	Percentage
Call Option⁽¹⁾	October 1, 2017	102.875%
	October 1, 2018	101.917%
	October 1, 2019	100.958%
	October 1, 2020 and thereafter	100.000%

(1)

The Company may, at its option, redeem the 5.75% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, on or prior to October 1, 2015, the Company had the right to redeem in the aggregate up to 35% of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to 105.75% of the principal plus accrued and unpaid interest so long as (i) at least 65% of the aggregate principal amount of the 5.75% Senior Notes issued remained outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption was given within 60 days after the date of the closing of any such equity offering. In addition, at any time prior to October 1, 2017, the Company may redeem some or all of the 5.75% Senior Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, plus a make whole premium.

The 5.75% Senior Notes' indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem the Company's capital stock; (iii) purchase, redeem or retire debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company's subsidiaries' ability to pay dividends; and (x) consolidate, merge or sell all or substantially all assets. However, these covenants are subject to exceptions and qualifications.

The 5.75% Senior Notes may also be repurchased at the option of the holders in connection with a change of control (as defined in the indenture governing the 5.75% Senior Notes) or in connection with certain asset sales.

Subordinated Convertible Notes

The Company’s Subordinated Convertible Notes due 2029 outstanding as of March 31, 2017 and December 31, 2016 are as follows:



	Subordinated Convertible Notes
(in millions)	March 31, 2017			December 31, 2016
Face value	$	429.5		$	429.5
Debt discount	(255.0		)	(255.6		)
Debt issuance costs	(3.6		)	(3.6		)
Book value	170.9			170.3
Fair value (Level 1)	335.1			343.8
Maturity date	Nov 2029
Stated annual interest rate	4.50% until Nov 2019 2.25% until Nov 2029
Interest payments	Semi-annually: May 15 & Nov 15

Revolving Credit Facility

On July 21, 2011, the Company entered into a $400 million Revolving Credit Facility, which was first amended in 2012 to increase the facility size to $700 million and then subsequently amended and restated on September 6, 2013 and further amended on October 22, 2013, May 20, 2014, September 23, 2014, October 28, 2014 and February 9, 2016, to, among other things, increase the Revolving Credit Facility to $1.0 billion. The Revolving Credit Facility was subsequently amended effective November 15, 2016 to decrease the facility size to $700 million, $441 million of which may be borrowed by the U.S. borrower, $210 million of which may be borrowed by the European borrowers and $49 million of which may be borrowed by the Canadian borrower. The Revolving Credit Facility contains restrictions including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. The Revolving Credit Facility provides the Company with financial flexibility such that restrictions in the Revolving Credit Facility generally only apply in the event that undrawn availability under the Revolving Credit Facility falls below certain specific thresholds.

The Revolving Credit Facility has a maturity date of September 6, 2018. The commitment amount under the Revolving Credit Facility may be increased by an additional $250 million, subject to certain conditions and approvals as set forth in the Revolving Credit Facility. The Revolving Credit Facility requires maintenance of a minimum fixed charge coverage ratio of 1.00 to 1.00 if availability under the Revolving Credit Facility is less than the greater of $100 million or 10% of the then existing aggregate lender commitment under the Revolving Credit Facility. As of March 31, 2017, the availability under the Revolving Credit Facility is greater than $100 million. The fair value of the Revolving Credit Facility approximates the carrying value based on Level 2 inputs based on the short-term and asset-based nature of the Revolving Credit Facility and the related variable interest rate.

Indebtedness under the Revolving Credit Facility is secured by: (a) for US borrowings under the facility, a first priority security interest in substantially all of our domestic assets and, (b) for Canadian and European borrowings under the facility, a first priority security interest in substantially all of our domestic and Canadian assets and certain assets of our Spanish, French and German subsidiaries party to the facility. In addition, the lenders under the Revolving Credit Facility have received a pledge of (i) 100% of the equity interests in substantially all of the Company's domestic subsidiaries, and (ii) 65% of the voting equity interests in and 100% of the non-voting equity interests in certain of our foreign subsidiaries, including our Canadian subsidiaries and our Spanish, French and German subsidiaries party to the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at interest rate bases elected by the Company plus an applicable margin calculated quarterly based on the Company's average availability and Total Consolidated Leverage Ratio as set forth in the credit agreement. The Revolving Credit Facility also requires the payment of a commitment fee equal to the available but unused commitments multiplied by an applicable margin of either 0.25% or 0.375% based on the average daily unused commitments.

The Company’s Revolving Credit Facility is summarized in the table below:



	Revolving Credit Facility
(in millions)	March 31, 2017			December 31, 2016
Outstanding borrowings	$	215.0		$	75.9
Total credit under facility	700.0			700.0
Undrawn availability⁽¹⁾	316.7			399.0
Interest rate	2.9		%	2.5		%
Outstanding letters of credit	$	20.7		$	21.7
Original issuance	July 2011
Maturity date	Sept 2018

(1) Total undrawn availability for the U.S. borrower, the Canadian borrower and the European borrowers at March 31, 2017 is $200.3 million, $48.5 million and $67.9 million, respectively. Total undrawn availability for the U.S. borrower, the Canadian borrower and the European borrowers at December 31, 2016 was $265.0 million, $36.6 million and $97.4 million, respectively.

Latin America Credit Facilities

The Company’s Latin America credit facilities are summarized in the table below:



(in millions)	March 31, 2017			December 31, 2016
Outstanding borrowings	$	58.2		$	82.4
Undrawn availability	29.5			38.2
Interest rate – weighted average	8.9		%	11.0		%
Maturity date	Various

The Company's Latin America credit facilities are primarily short-term loans utilized for working capital purposes. The fair value of the Latin America credit facilities approximates the carrying value due to the short-term nature ($57.9 million is short-term) and variable interest rates of the facilities based on Level 2 inputs.