Financing Agreement

9 Months Ended

Sep. 30, 2020

Financing Agreements

The carrying value of debt, finance lease obligations, and notes payable and the average related interest rates were as follows (in millions):


	Average interest rate at September 30, 2020	Maturity	September 30, 2020		December 31, 2019
Revolving loan facility	—%	July 2023	$	—	$	75.1
Term loan facility	1.65%	July 2023	955.0		1,000.0
Incremental term loan	2.75%	April 2021	300.0		—
Senior notes—fixed rate	4.60%	May 2021	75.0		75.0
Senior notes—fixed rate	3.13%	December 2020	100.0		100.0
Senior notes—fixed rate	4.23%	July 2028	350.0		350.0
Finance lease obligations	5.15%	Various through 2029	15.8		16.1
Notes payable and other	4.24%	Various through 2030	75.0		81.4
Debt issuance costs			(6.4)		(4.1)
Total debt, finance lease obligations, and notes payable							$	1,864.4	$	1,693.5
Less: current maturities							542.1		166.7
Total long-term debt, finance lease obligations, and notes payable							$	1,322.3	$	1,526.8

In December 2010, the Company entered into a Master Note Purchase Agreement to issue $75 million of unsecured senior notes due May 2021 (collectively, the “Senior Notes”). The Senior Notes were issued in May 2011. In December 2013, the Company entered into a First Supplement to Master Note Purchase Agreement, under which the Company issued $100 million of unsecured senior notes due December 2020. In July 2018, the Company entered into a Master Note Purchase Agreement to issue $350 million of unsecured senior notes due July 2028. There are $175 million of the senior notes classified as current maturities in the consolidated balance sheets as of September 30, 2020.

In July 2018, Polaris amended its unsecured credit agreement to increase its revolving loan facility (the “revolving loan facility”) to $700 million and increase its term loan facility (the “term loan facility”) to $1,180 million. The expiration date of the facility was extended to July 2023, and interest is charged at rates based on a LIBOR or “prime” base rate. On April 9, 2020, the Company amended the credit agreement to provide a new incremental 364-day term loan (the “incremental term loan”) in the amount of $300 million. The new incremental term loan, which was fully drawn on closing, is unsecured and matures on April 8, 2021 and can be extended for an additional 364-day term upon request of Polaris and consent by the lenders. There are no required principal payments on the incremental term loan prior to the maturity date. The amended credit agreement includes pricing provisions and a restriction on declaring dividends if certain leverage metrics are met, prohibits most share repurchases until the incremental term loan has been repaid, and continues to contain standard covenants with regards to mergers and consolidations, asset sales, and is subject to acceleration upon various events of default. In addition to the payment of the $300 million incremental term loan, the Company is required to make principal payments under the term

loan facility of $59 million over the next 12 months. These payments are classified as current maturities in the consolidated balance sheets.

The credit agreement and the amended Master Note Purchase Agreements contain covenants that require Polaris to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. On May 26, 2020, the Company further amended the credit agreement and amended Master Note Purchase Agreement to temporarily decrease its minimum interest coverage ratio from not less than 3.00x to not less than 2.25x and temporarily increase its maximum leverage ratio from 3.50x to 4.75x on a rolling four quarter basis until March 31, 2021. Polaris was in compliance with all such covenants at September 30, 2020.

Debt issuance costs are recognized as a reduction in the carrying value of the related long-term debt in the consolidated balance sheets and are being amortized to interest expense in the consolidated statements of income over the expected remaining terms of the related debt.

As a component of the Boat Holdings merger agreement, Polaris has committed to make a series of deferred payments to the former owners following the closing date of the merger through July 2030. The original discounted payable was for $76.7 million, of which $66.5 million is outstanding as of September 30, 2020. The outstanding balance is included in long-term debt and current portion of long-term debt in the consolidated balance sheets.

The Company has a mortgage note payable agreement for land, on which Polaris built the Huntsville, Alabama manufacturing facility in 2016. The original mortgage note payable was for $14.5 million, of which $8.5 million is outstanding as of September 30, 2020. The outstanding balance is included in long-term debt and current portion of long-term debt in the consolidated balance sheets. The payment of principal and interest for the note payable is forgivable if the Company satisfies certain job commitments over the term of the note. The Company has met the required commitments to date.