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Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt
7 Debt
On May 16, 2023, the Company financed the Wyatt acquisition with a combination of cash on its balance sheet and borrowings under its revolving credit facility. As a result of the Wyatt transaction, the Company’s outstanding debt on September 30,
2023
was $2.5 billion, a change of $1.0 billion from the end of the first quarter of 2023.
On May 11, 2023, the Company issued the following senior unsecured notes:
 
Senior
Unsecured Notes
   
Term
     
Interest Rate
    
Face Value
(in millions)
     
Maturity Date
  
Series P
      5 years        4.91 %    $ 50        May 2028  
Series Q
      7 years        4.91 %    $ 50        May 2030  
The Company used the proceeds from the issuance of these senior unsecured notes to repay other outstanding debt and for general corporate purposes. Interest on the Series P and Q Senior Notes is payable semi-annually in arrears. The Company may prepay some or all of the Senior Notes, at any time and from time to time, in an amount not less than 10% of the aggregate principal amount of the Senior Notes then outstanding, plus the applicable make-whole
amount for Series P and Q Senior Notes, in each case, upon no more than 60 nor less than 20 days’ written notice to the holders of the Senior Notes. In the event of a change in control (as defined in the note purchase agreement) of the Company, the Company may be required to prepay the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Other provisions for these senior unsecured notes are similar to the existing senior unsecured notes, as described below.
The Company has a five-year, $1.8 billion revolving facility (the “Credit Facility”) that expires in September 2026. On March 3, 2023, the Company amended the Credit Facility to increase the borrowing capacity by $200 million to an aggregate total borrowing capacity of $2.0 billion, which did not affect the maturity date of September 17, 2026. The amendment also replaced all references in the Credit Facility to LIBOR with Term SOFR as the benchmark rate. As of September 30, 2023 and December 31, 2022, the Credit Facility had a total of $1.2 billion and $270 million outstanding, respectively.
The interest rates applicable under the Credit Facility are, at the Company’s option, equal to either the alternate base rate (which is a rate per annum equal to the greatest of (1) the prime rate in effect on such day, (2) the Federal Reserve Bank of New York Rate on such day plus 1/2 of 1% per annum and (3) the adjusted Term SOFR rate for a
one-month
interest period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1% annum) or the applicable 1, 3 or 6 month adjusted Term SOFR or EURIBO rate for euro-denominated loans, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 and 12.5 basis points for alternate base rate loans and between 80 and 112.5 basis points for Term SOFR or EURIBO rate loans. The facility fee on the Credit Facility ranges between 7.5 and 25 basis points per annum, based on the leverage ratio, of the amount of the revolving facility commitments and the outstanding term loan. The Credit Facility requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, the Credit Facility includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
As of both September 30, 2023 and December 31, 2022, the Company had a total of $1.3 billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. Interest on the floating rate senior unsecured notes is payable quarterly. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
 
These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.
 
The Company had the following outstanding debt at September 30, 2023 and December 31, 2022 (in thousands):
 
    
September 30, 2023
     
December 31, 2022
  
Senior unsecured notes - Series I - 3.13%, due May 2023
      —         50,000  
Senior unsecured notes - Series G - 3.92%, due June 2024
      50,000        —   
    
 
 
     
 
 
  
Total notes payable and debt, current
      50,000        50,000  
Senior unsecured notes - Series G - 3.92%, due June 2024
      —         50,000  
Senior unsecured notes - Series H - floating rate*, due June 2024
      —         50,000  
Senior unsecured notes - Series K - 3.44%, due May 2026
      160,000        160,000  
Senior unsecured notes - Series L - 3.31%, due September 2026
      200,000        200,000  
Senior unsecured notes - Series M - 3.53%, due September 2029
      300,000        300,000  
Senior unsecured notes - Series N - 1.68%, due March 2026
      100,000        100,000  
Senior unsecured notes - Series O - 2.25%, due March 2031
      400,000        400,000  
Senior unsecured notes - Series P - 4.91%, due May 2028
      50,000        —   
Senior unsecured notes - Series Q - 4.91%, due May 2030
      50,000        —   
Credit agreement
      1,200,000        270,000  
Unamortized debt issuance costs
      (4,735 )       (5,122 ) 
    
 
 
     
 
 
  
Total long-term debt
      2,455,265        1,524,878  
    
 
 
     
 
 
  
Total debt
    $ 2,505,265      $ 1,574,878  
    
 
 
     
 
 
  
 
*
Series H senior unsecured notes bear interest at a
3-month
LIBOR for that floating rate interest period plus 1.25%.
As of September 30, 2023 and December 31, 2022, the Company had a total amount available to borrow under the Credit Facility of $0.8 billion and $1.5 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 4.97% and 3.54% at September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $112 million and $113 million at September 30, 2023 and December 31, 2022, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of September 30, 2023 or December 31, 2022.
As of September 30, 2023, the Company had entered into interest rate cross-currency swap derivative agreements
 with durations up to three-years
with an aggregate notional value of $625 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and
yen-denominated
net asset investments.