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Debt and Other Financing
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt and Other Financing Debt and Other Financing
Debt
Debt at December 31 consisted of the following:
20192018
Debt maturing within one year:
Short term debt $1.8  $8.8  
Current portion of long-term debt—  3.2  
Total$1.8  $12.0  
Long-term debt:
Finance lease liabilities1.4  —  
4.60% Notes, due March 2020
—  386.4  
6.50% Senior Secured Notes, due August 2022
392.6  —  
7.875% Senior Secured Notes, due August 2022
495.8  494.2  
5.00% Notes, due March 2023
459.3  458.5  
Other debt, payable through 2025—  4.6  
6.95% Notes, due March 2043
241.3  241.1  
Total1,590.4  1,584.8  
Less current portion
—  (3.2) 
Total long-term debt
$1,590.4  $1,581.6  
The carrying value of debt maturing within one year and long-term debt is presented net of debt issuance costs and includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap arrangements, as applicable.
Notes payable included short-term borrowings of international subsidiaries.
Unsecured Notes
In March 2013, we issued, in a public offering, $250.0 principal amount of 2.375% Notes due March 15, 2016 (the "2.375% Notes"), $500.0 principal amount of 4.60% Notes due March 15, 2020 (the "4.60% Notes"), $500.0 principal amount of 5.00% Notes due March 15, 2023 (the "5.00% Notes") and $250.0 principal amount of 6.95% Notes due March 15, 2043 (the "6.95% Notes") (collectively, the "2013 Notes"). In March 2008, we issued $350.0 principal amount of 6.50% Notes due March 1, 2019
(the "6.50% Notes"). Interest on the 2013 Notes is payable semi-annually on March 15 and September 15 of each year, and interest on the 6.50% Notes is payable semi-annually on March 1 and September 1 of each year.
The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on the long-term credit ratings assigned to the 2013 Notes with S&P and Moody's. As described in the indenture, the interest rates on the 2013 Notes increase by .25% for each one-notch downgrade below investment grade on each of our long-term credit ratings assigned to the 2013 Notes by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes. As a result of the long-term credit rating downgrades by S&P and Moody's since issuance of the 2013 Notes, the interest rates on these notes have increased by the maximum allowable increase.
In August 2016, we completed cash tender offers which resulted in a reduction of principal of $108.6 of our 5.75% Notes due March 1, 2018 (the "5.75% Notes"), $73.8 of our 4.20% Notes due July 15, 2018 (the "4.20% Notes"), $68.1 of our 6.50% Notes and $50.1 of our 4.60% Notes.
In October 2016, we repurchased $44.0 of our 6.50% Notes, $44.0 of our 4.20% Notes, $40.0 of our 4.60% Notes and $35.2 of our 5.75% Notes. The aggregate repurchase price was equal to the principal amount of the notes, plus a premium of $6.2 and accrued interest of $1.1.
In December 2016, we repurchased $11.1 of our 5.00% Notes and $6.2 of our 6.95% Notes, and the aggregate repurchase price was equal to the principal amount of the notes, less a discount received of $1.3 and plus accrued interest of $.3.
In June 2018, we prepaid the remaining principal amount of our 6.50% Notes. The prepayment price was equal to the remaining principal amount of $237.8, plus a make-whole premium of $6.2 and accrued interest of $4.6. In connection with the prepayment, we incurred a loss on extinguishment of debt of $2.9 before tax in the second quarter of 2018 consisting of the $6.2 make-whole premium, and the write-off of $.3 of debt issuance costs and discounts related to the initial issuances of the notes that were prepaid, partially offset by a write off of a deferred gain of $3.6 associated with the March 2012 interest-rate swap agreement termination (see Note 11, Financial Instruments and Risk Management).
In the fourth quarter of 2018, we repurchased $23.0 of our 4.60% Notes and $27.0 of our 5.00% Notes. The aggregate repurchase price was equal to the principal amount of the notes, less a discount received of $2.4 and accrued interest of $.7. In connection with these repurchases of debt, we incurred a gain on extinguishment of debt of $2.1 before tax in the fourth quarter of 2018 consisting of the $2.4 discount received for the repurchases, partially offset by $0.3 for the write-off of debt issuance costs and discounts related to the initial issuance of the notes that were repurchased.
In July 2019, we repurchased $274.8 of our 4.60% Notes by way of a tender offer. The aggregate repurchase price was equal to the principal amount of $274.8 less a discount received of $0.6, plus an early tender premium of $8.2 and accrued interest of $5.4. In December 2019, we prepaid the remaining principal amount of our 4.6% Notes. The prepayment price was equal to the remaining principal amount of $112.2, plus a make-whole premium of $1.4 and accrued interest of $1.7. In connection with these repurchases of debt, we incurred a loss on extinguishment of debt of $8.1 before tax in the third quarter and $1.5 before tax in the fourth quarter of 2019.
At December 31, 2019 and 2018, the carrying values of our unsecured notes were comprised of the following:
20192018
Remaining PrincipalUnamortized DiscountsUnamortized Debt Issuance CostsTotalRemaining PrincipalUnamortized DiscountsUnamortized Debt Issuance CostsTotal
4.60% Notes, due March 2020
—  —  —  —  387.0  (.1) (.5) 386.4  
5.00% Notes, due March 2023
461.9  (1.5) (1.1) 459.3  461.9  (1.9) (1.5) 458.5  
6.95% Notes, due March 2043
243.9  (.5) (2.1) 241.3  243.9  (.6) (2.2) 241.1  
The indentures governing our outstanding notes described above contain certain customary covenants, customary events of default, cross-default provisions and change in control provisions. In July and September 2019, bondholder consents for the 5% Notes and the 6.95% Notes, respectively, were obtained to amend the definition of "change of control" to permit the acquisition of Avon by Natura. No repayment of notes was triggered by the Transaction with Natura &Co.
Senior Secured Notes
In August 2016, Avon International Operations, Inc. ("AIO"), a wholly-owned domestic subsidiary of the Company, issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $500.0 in aggregate principal amount of 7.875% Senior Secured Notes, which will mature on August 15, 2022 (the "2016 Notes"). Interest on our 2016 Notes is payable semi-annually on February 15 and August 15 of each year. This represents the total debt for AIO at December 31, 2019 and 2018.
In July 2019, Avon International Capital, p.l.c. ("AIC"), a wholly-owned foreign subsidiary of the Company, issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $400.0 in aggregate principal amount of 6.5% Senior Secured Notes, which will mature on August 15, 2022 (the "2019 Notes"). Interest on the 2019 Notes is payable semi-annually on February 15 and August 15 of each year. The 2019 Notes are listed on The International Stock Exchange. This represents the total debt for AIC at December 31, 2019. AIC was incorporated in January 2019 and therefore there is no 2018 comparison.
All obligations of AIO and AIC under our Senior Secured Notes are unconditionally guaranteed by the Company, AIO and each other material US or English restricted subsidiary of the Company (collectively, the "Obligors"), in each case, subject to certain exceptions. The obligations of the Obligors are secured by first priority liens on and security interests in substantially all of the assets of the Obligors, in each case, subject to certain exceptions.
The AIO and AIC indentures governing our Senior Secured Notes contains certain customary covenants and restrictions, customary events of default, cross-default provisions and change in control provisions. The indentures also contain a covenant requiring AIO and its restricted subsidiaries to, at the end of each year, own at least a certain percentage of the total assets of API and its restricted subsidiaries, subject to certain qualifications.
See Note 24, Subsequent Events, of our Annual Report for more information on change in control involving Avon. No repayment of notes was triggered by the Transaction with Natura &Co.
At December 31, 2019 and 2018, the carrying values of our senior secured notes were comprised of the following:
20192018
Remaining PrincipalUnamortized DiscountsUnamortized Debt Issuance CostsTotalRemaining PrincipalUnamortized DiscountsUnamortized Debt Issuance CostsTotal
6.50% Senior Secured Notes, due August 2022
400.0  (7.4) —  392.6  —  —  —  —  
7.875% Senior Secured Notes, due August 2022
500.0  (4.2) —  495.8  500.0  (5.8) —  494.2  
Maturities of Long-Term Debt
Annual maturities of long-term debt, which includes our notes and capital leases outstanding at December 31, 2019, are as follows:
202020212022202320242024 and BeyondTotal
Maturities$—  $0.9  $900.6  $462.0  $—  $243.8  $1,607.3  
Other Financing
Revolving Credit Facility
In June 2015, Avon International Operations, Inc. ("AIO"), a wholly-owned domestic subsidiary of the Company, entered into a five-year $400.0 senior secured revolving credit facility (the "2015 facility"). As of December 31, 2019, there were no amounts outstanding under the 2015 facility.
In February 2019, AIC, a wholly-owned foreign subsidiary of the Company, entered into a three-year €200.0 senior secured revolving credit facility (the "2019 facility"). As of December 31, 2019 this amounted to $224. The 2019 facility replaced the 2015 facility and the 2015 facility was terminated at such time. Borrowings under the 2019 facility bear interest at our option, at a rate per annum, equal to either LIBOR or EURIBOR (for any loan in euros) plus 225 basis points, in each case subject to adjustment based upon a leveraged-based pricing grid. The 2019 facility was available for general corporate and working capital purposes.
In the first quarter of 2019, $2.0 was recorded for the write-off of unamortized issuance costs related to the 2015 revolving credit facility. In the first quarter of 2019, the Company capitalized $11.0 of issue costs relating to the new revolving credit facility; the cash outflow is presented in other financing activities within the Consolidated Statement of Cash Flows. As of December 31, 2019, there were no amounts outstanding under the 2019 facility and on January 3, 2020, the facility was automatically cancelled upon change of control, and as a result $7.8 was of unamortized issuance costs were written off, see Note 23, Agreement and Plan of Mergers with Natura Cosméticos S.A., to the Consolidated Financial Statements included herein.
The amount of the facility available to be drawn down on is reduced by any standby letters of credit granted by an obligor, which, as of December 31, 2019, was approximately $22. As of December 31, 2019, based on then applicable exchange rates,
the entire amount of the remaining 2019 facility, which is approximately €180 million, could have been drawn down without violating any covenant.
All obligations of AIC under the 2019 facility were unconditionally guaranteed by the Obligors, in each case, subject to certain exceptions. The obligations of the Obligors were secured by first priority liens on and security interests in substantially all of the assets of the Obligors, in each case, subject to certain exceptions.
The 2019 facility contained affirmative and negative covenants, which are customary for secured financings of this type, as well as financial covenants (interest coverage and total leverage ratios).
Letters of Credit
At December 31, 2019 and December 31, 2018, we also had letters of credit outstanding under our revolving credit facility totaling $22.2 and $29.4, respectively. The balances at December 31, 2019 and 2018 primarily relate to letters of credit issued to lessors of certain equipment, a lease which was transferred to New Avon in connection with the separation of the Company's North America business. The balances at December 31, 2019 and December 31, 2018 also include letters of credit which guarantee various insurance activities.
Long-Term Credit Ratings
Our long-term credit ratings are: Moody’s ratings of Negative Outlook with B1 for corporate family debt, B3 for senior unsecured debt, and Ba1 for our Senior Secured Notes; S&P ratings of Stable Outlook with B+ for corporate family debt and senior unsecured debt and BB for our Senior Secured Notes; and Fitch rating of Positive Outlook with B+, each of which are below investment grade.
However, our credit ratings remain below investment grade which may impact our ability to access such transactions on favorable terms.