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Debt
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt and notes and overdrafts payable at June 30, 2023 and December 31, 2022 consisted of:
 June 30, 2023December 31, 2022
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Effective Date Credit Agreement$462,651 $464,699 $466,672 $464,373 
3.97% Senior Notes
100,000 97,277 100,000 96,894 
Borrowings under lines of credit and overdrafts8,011 8,011 
Finance leases3,766 3,586 4,404 4,085 
574,428 573,573 571,084 565,360 
Less current maturities(9,498)(1,445)
Long-term debt$564,930 $569,639 
In October 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, as purchasers, for the issuance of $100,000 aggregate principal amount of 3.97% Senior Notes due October 17, 2024 (the “3.97% Senior Notes”). The 3.97% Senior Notes are senior unsecured obligations of the Company and pay interest semi-annually on April 17 and October 17 of each year at an annual rate of 3.97%. The 3.97% Senior Notes will mature on October 17, 2024 unless earlier prepaid in accordance with their terms. Subject to certain conditions, the Company may, at its option, prepay all or any part of the 3.97% Senior Notes in an amount equal to 100% of the principal amount of the 3.97% Senior Notes so prepaid, plus any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the Note Purchase Agreement, with respect to such principal amount being prepaid. The fair value of the 3.97% Senior Notes was determined using the U.S. Treasury yield and a long-term credit spread for similar types of borrowings, which represent Level 2 observable inputs. The Note Purchase Agreement contains customary affirmative and negative covenants that are similar to the covenants required under the Existing Credit Agreement, as discussed below.

On February 10, 2021, the Company and certain of its subsidiaries entered into the sixth amended and restated senior unsecured revolving credit agreement (the "Existing Credit Agreement") and retained Bank of America, N.A. as the Administrative Agent for the lenders. The $1,000,000 Existing Credit Agreement matures in February 2026 and includes an accordion feature to increase the borrowing availability of the Company to $1,250,000. Borrowings under the Existing Credit Agreement bore interest at either the Eurocurrency rate, as defined in the Existing Credit Agreement, plus a margin of 1.175% to 1.775% or the base rate, as defined in the Existing Credit Agreement, plus a margin of 0.175% to 0.775%, depending on the Company's leverage ratio at the time of the borrowing. Multi-currency borrowings, pursuant to the Existing Credit Agreement, bore interest at their respective interbank offered rate (i.e. Euribor) or 0.00% (higher of the two rates) plus a margin of between 1.175% and 1.775%. The Company's borrowing capacity is limited by various debt covenants in the Existing Credit Agreement, as described further below. The Existing Credit Agreement requires the Company to maintain a Senior Debt Ratio of not more than 3.25 times (or, if a permitted acquisition above $150,000 is consummated, 3.50 times at the end of each of the first four fiscal quarters ending after the consummation of any such acquisition). In addition, the Existing Credit Agreement requires the Company to maintain a Total Debt Ratio of not more than 3.75 times for each fiscal quarter (or, if a permitted acquisition above $150,000 is consummated, 4.25 times at the end of each of the first four fiscal quarters ending after the consummation of any such acquisition). A ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not less than 4.25 times, is required at the end of each fiscal quarter. The Existing Credit Agreement also contemplated the potential replacement of LIBOR (as defined below) with a successor financing rate, pursuant to the intent of the United Kingdom's Financial Conduct Authority to phase out use of LIBOR (see discussion below). The Company paid fees and expenses of $4,306 in conjunction with executing the Existing Credit Agreement. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of Income (Loss) through its maturity. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows. The Company subsequently amended the Existing Credit Agreement on October 11, 2021 (the "LIBOR Transition Amendment"), defining certain applicable multi-currency borrowing rates that may be used as replacement rates for LIBOR, which is expected to be discontinued by reference rate reform. See Note 2 of the Condensed Consolidated Financial Statements, as well as the discussion below.
On April 6, 2022, the Company entered into Amendment No. 1 to the Existing Credit Agreement (“Amendment No. 1”), which (i) replaced the LIBOR interest rate for U.S. dollar loans to a term Secured Overnight Financing Rate including a Secured Overnight Financing Rate adjustment (or "SOFR", as defined in the Existing Credit Agreement), (ii) added a daily SOFR option for U.S. dollar loans and a term SOFR option for U.S. dollar loans, and (iii) added the ability to borrow foreign swing line loans based on the Euro Short Term Rate ("€STR") (as defined) with the same interest spread as the interest spread for SOFR Loans (as defined) and Alternative Currency Loans (defined as loans denominated in Euro, Sterling, Swiss Francs or Yen). In addition, Amendment No. 1 lowered the interest rate spread on (i) SOFR Loans and Alternative Currency Loans to a range from 0.975% to 1.70%, depending on the leverage ratio (the “Leverage Ratio”) of Consolidated Total Debt (as defined) to Consolidated EBITDA (as defined) as of the end of each fiscal quarter, and (ii) loans based on the Base Rate (as defined), to a range from 0.00% to 0.70%, depending on the Company’s Leverage Ratio as of the end of each fiscal quarter. Amendment No. 1 also lowered the facility fee, which is required to be paid by the Company under the Existing Credit Agreement and is calculated on the full amount of the revolving facility, to a range from 0.15% to 0.30%, depending on the Company’s Leverage Ratio at the end of each fiscal quarter. In April 2022, the Company paid fees and expenses of $1.0 million in conjunction with executing Amendment No. 1. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of Income (Loss) through the maturity of Existing Credit Agreement. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows.

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified SOFR as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. The Company’s Existing Credit Agreement and corresponding interest rate swap were tied to LIBOR, with each maturing in February 2026. In March 2021, the ICE Benchmark Association announced that it would extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Existing Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR, which, as a result of the Company's contract amendments as discussed above, did not have a material impact on our business, financial condition, results of operations or cash flow.

On June 5, 2023, the Company entered into a Stock Purchase Agreement (the “Agreement”) with MB Aerospace Group Holdings Limited, a Cayman Islands limited company. See Note 15. The Company agreed to acquire MB Aerospace by acquiring all the issued and outstanding capital stock of MB Aerospace Holdings Inc., a Delaware corporation ("MB Aerospace"), along with such entity’s subsidiaries (the “Transaction”) for an aggregate purchase price of $740,000, payable in cash, subject to customary and specified closing adjustments, as set forth in the Agreement. In connection with entry into the Agreement, on June 5, 2023, the Company entered into the Second Amendment to Note Purchase Agreement (the “Second Amendment”) and Amendment No. 2 to Existing Credit Agreement ("Amendment No. 2") to facilitate the Transaction, as well as a commitment letter with Bank of America, N.A. and BofA Securities, Inc. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide, subject to the satisfaction of customary closing conditions contained therein, a $1,000,000 backstop senior secured revolving credit facility and a $700,000 senior secured 364-day bridge loan facility ("Bridge Loan Facility"). The Bridge Loan Facility is only intended to be drawn to the extent that the Company has not obtained alternative financing prior to the closing of the Transaction. On June 22, 2023, in connection with the Transaction, the Company entered into Amendment No. 3 to the Existing Credit Agreement (the “Amendment No. 3”). Upon the effectiveness of Amendment No. 3, the Existing Credit Agreement was amended (as amended, the “Effective Date Credit Agreement”) to, among other things, include customary “certain funds” provisions applicable to a portion of the revolving commitments in an amount equal to $300,000 plus the amount needed for a redemption of the Company's existing 3.97% Senior Notes due 2024. Upon the close of the Transaction, certain amendments to the Effective Date Credit Agreement will become effective (as amended, the “Closing Date Credit Agreement”) to permit the Transaction, including, among other things, to: (i) permit the assumption and/or incurrence of indebtedness and liens in connection with the Transaction; (ii) remove the Senior Debt Ratio in conjunction with the repayment of the Note Purchase Agreement; (iii) increase the maximum leverage ratio to 5.50:1, subject to step-downs to (a) 5.00:1 beginning with the fiscal period ending June 30, 2024, (b) 4.50:1 beginning with the fiscal period ending December 31, 2024 and (c) 4.00:1 beginning with the fiscal period ending June 30, 2025, subject to a 0.50:1 step up in connection with permitted acquisitions on and after June 30, 2024; (iv) lower the minimum interest coverage ratio to 3.00:1; (v) grant the administrative agent (for the benefit of the secured lenders) a security interest in substantially all of the present and after-acquired assets of the Company and each guarantor (subject to certain exceptions); (vi) increase the Applicable Margin (as defined in the Closing Date Credit Agreement) to a range from 1.375% to 2.50% for €STR, SOFR, and alternative currency loans and to a range from 0.375% to 1.50% for base rate loans, in each case depending on the leverage ratio; and (vii) make certain other changes set forth therein.
Borrowings and availability under the Effective Date Credit Agreement were $462,651 and $537,349, respectively, at June 30, 2023 and $466,672 and $533,328, respectively, at December 31, 2022, subject to covenants in the Company's revolving debt agreements. At June 30, 2023, additional borrowings of $266,029 of Total Debt (including $153,968 of Senior Debt) would have been allowed under the financial covenants. The average interest rate on these borrowings was 5.01% and 3.67% on June 30, 2023 and December 31, 2022, respectively. Borrowings included Euro-denominated borrowings of 296,500 Euros ($322,651) at June 30, 2023 and 310,700 Euros ($331,672) at December 31, 2022. The fair value of the borrowings is based on observable Level 2 inputs. The borrowings were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

At June 30, 2023, the Company was in compliance with all applicable covenants. The Company anticipates continued compliance in each of the next four quarters. The Company's most restrictive financial covenant is the Senior Debt Ratio, which required the Company to maintain a ratio of Consolidated Senior Debt to Consolidated EBITDA of not more than 3.25 times at June 30, 2023. The actual ratio, as defined, was 2.56 at June 30, 2023.

In addition, the Company has approximately $71,000 in uncommitted short-term bank credit lines ("Credit Lines") and overdraft facilities. The Credit Lines are accessed locally and are available primarily within the U.S., Europe and Asia. The Credit Lines are subject to the applicable borrowing rates within each respective country and vary between jurisdictions (i.e. LIBOR, Euribor, etc.). Under the Credit Lines, $8,000 was borrowed at June 30, 2023 at an average interest rate of 6.6%. The Company had no borrowings under the Credit Lines at December 31, 2022. The Company had borrowed $11 and $8 under the overdraft facilities at June 30, 2023 and December 31, 2022, respectively. Repayments under the Credit Lines are due within one month after being borrowed. Repayments of the overdrafts are generally due within two days after being borrowed. The carrying amounts of the Credit Lines and overdrafts approximate fair value due to the short maturities of these financial instruments.

The Company also has several finance leases under which $3,766 and $4,404 was outstanding at June 30, 2023 and December 31, 2022, respectively. The fair value of the finance leases is based on observable Level 2 inputs. These instruments were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.