XML 113 R27.htm IDEA: XBRL DOCUMENT
v3.20.1

Financial Liabilities | 12 Months Ended
--- | ---
Dec. 31, 2019
Financial Liabilities |
Financial Liabilities | (21) Financial Liabilities This note provides information on the contractual conditions of the Group’s financial liabilities, which are measured at amortized cost. For further information on exposure to interest rate risk, currency risk and liquidity risk and the fair values of financial liabilities, please refer to note 30. Details at 31 December 2019 and 2018 are as follows:
|  | Thousands of Euros
Financial liabilities |  | 31/12/2019 |  | 31/12/2018
Non-current obligations (a) |  | 2,588,030 |  | 1,000,000
Senior secured debt (b) |  | 3,285,086 |  | 4,771,285
Other loans (b) |  | 216,686 |  | 239,686
Finance lease liabilities |  | — |  | 9,537
Other non-current financial liabilities (d) |  | 59,981 |  | 78,955
Non-current lease liabilities (note 9) |  | 696,285 |  | —
Total non-current financial liabilities |  | 6,846,068 |  | 6,099,463
Current obligations (a) |  | 89,172 |  | 102,978
Senior secured debt (b) |  | 1,803 |  | 129,955
Other loans (b) |  | 184,164 |  | 24,839
Finance lease liabilities |  | — |  | 3,348
Other current financial liabilities (d) |  | 41,768 |  | 16,262
Current lease liabilities (note 9) |  | 44,405 |  | —
Total current financial liabilities |  | 361,312 |  | 277,382
On 15 November 2019 the Group concluded the refinancing process of its senior secured debt for Euros 5,800 million. The new financing includes a Term Loan B for US Dollars 2,500 million and Euros 1,360 million, both aimed at institutional investors; the issue of two bonds for Euros 1,675 million (Senior Secured Notes); and the extension of a multi-currency revolving credit facility up to US Dollars 500 million. Grifols calculated the impact of the IFRS 9 in the new financing process concluding that it does not result in a derecognition of the liability as it has not passed the 10% quantitative test. According to the IASB’s interpretation, when a financial liability measured at amortized cost is modified or exchanged and does not result in the derecognition of the financial liability, a gain or loss should be recognized in profit or loss, calculated as the difference between the original contractual cash flows from the liability and the modified cash flows, discounted at the original effective interest rate of the liability. Following the standard, the Group has recognized income of Euros 97,850 thousand in the profit or loss account (see note 27). In September 2018, Grifols obtained a new non-current loan from the European Investment Bank totaling Euros 85,000 thousand that will be used by Grifols to support its investments in R&D, mainly focused on the search for new therapeutic indications for plasma-derived protein therapies. The financial terms include a fixed interest rate, a maturity of 10 years with a grace period of 2 years. On 5 December 2017 and 28 October 2015, the Group arranged loans with the same entity and with the same conditions for amounts of Euros 85,000 thousand and Euros 100,000 thousand, respectively. At 31 December 2019, the carrying amount of the loans obtained from the European Investment Bank amounts to Euros 233,750 thousand (Euros 244,375 thousand at 31 December, 2018). (a)Senior Notes On 15 November 2019, as part of its refinancing process, Grifols, S.A. issued Euros 1,675 million of Senior Secured Notes segmented in two notes of Euros 770 million and Euros 905 million. These notes will mature in 2027 and 2025 and will bear annual interest at a rate of 2.25% and 1.625%, respectively. On 15 November 2019 the notes were admitted to listing on the Irish Stock Exchange. On 18 April 2017, Grifols, S.A., issued Euros 1,000 million of Senior Unsecured Notes that will mature in 2025 and will bear annual interest at a rate of 3.20%. On 2 May 2017 the Notes were admitted to listing on the Irish Stock Exchange. Details of movement in the Senior Notes at 31 December 2019 are as follows:
|  | Thousands of Euros
|  | Opening outstanding |  |  |  | Closing outstanding
|  | balance 01/01/19 |  | Refinancing |  | balance 31/12/19
Senior Unsecured Notes (nominal amount) |  | 1,000,000 |  | — |  | 1,000,000
Senior Secured Notes (nominal amount) |  | — |  | 1,675,000 |  | 1,675,000
Total |  | 1,000,000 |  | 1,675,000 |  | 2,675,000
There was no movement regarding the Senior Unsecured Notes in 2018. At 31 December 2019 and 2018 the current obligations caption includes the issue of bearer promissory notes to Group employees, as follows:
|  | 31/12/2018
|  |  |  |  |  |  |  |  |  | Promissory |  |  |  | Interest
|  |  |  |  |  | Nominal amount |  |  |  | notes subscribed |  | Buy back |  | pending accrual
|  |  |  | Maturity |  | of promissory |  | Interest |  | (Thousands of |  | (Thousands of |  | (Thousands of
|  | Issue date |  | date |  | notes (Euros) |  | rate |  | Euros) |  | Euros) |  | Euros)
Issue of bearer promissory notes |  | 05/05/18 |  | 04/05/19 |  | 3,000 |  | 4.00 | % | 99,990 |  | (1,041) |  | (1,304)
|  | 31/12/2019
|  |  |  |  |  |  |  |  |  | Promissory |  |  |  | Interest
|  |  |  |  |  | Nominal amount |  |  |  | notes subscribed |  | Buy back |  | pending accrual
|  |  |  | Maturity |  | of promissory |  | Interest |  | (Thousands of |  | (Thousands |  | (Thousands of
|  | Issue date |  | date |  | notes (Euros) |  | rate |  | Euros) |  | of Euros) |  | Euros)
Issue of bearer promissory notes |  | 05/05/19 |  | 04/05/20 |  | 3,000 |  | 5.00 | % | 103,122 |  | (1,170) |  | (1,686)
(b)Loans and borrowings Details of loans and borrowings at 31 December 2019 and 2018 are as follows:
|  |  |  |  |  |  |  |  |  | Thousands of Euros
|  |  |  |  |  |  |  |  |  | 31/12/2019 |  | 31/12/2018
Credit |  | Currency |  | Interest rate |  | Date awarded |  | Maturity date |  | Amount extended |  | Carrying amount |  | Amount extended |  | Carrying amount
Senior debt - Tranche A |  | US Dollars |  | Libor + 1.75% |  | 31/01/2017 |  | 31/01/2023 |  | — |  | — |  | 2,052,403 |  | 1,949,782
Senior debt - Tranche A |  | Euros |  | Euribor + 1.75% |  | 31/01/2017 |  | 31/01/2023 |  | — |  | — |  | 607,000 |  | 576,650
Senior debt - Tranche B |  | US Dollars |  | Libor + 2.25% |  | 31/01/2017 |  | 31/01/2025 |  | — |  | — |  | 2,620,087 |  | 2,548,035
Senior debt - Tranche B |  | Euros |  | Euribor + 2.25% |  | 15/11/2019 |  | 15/11/2027 |  | 1,360,000 |  | 1,346,400 |  | — |  | —
Senior debt - Tranche B |  | US Dollars |  | Libor + 2.00% |  | 15/11/2019 |  | 15/11/2027 |  | 2,227,171 |  | 2,204,900 |  | — |  | —
Total senior debt |  |  |  |  |  |  |  |  |  | 3,587,171 |  | 3,551,300 |  | 5,279,490 |  | 5,074,467
EIB Loan |  | Euros |  | 2.40% |  | 20/11/2015 |  | 20/11/2025 |  | 100,000 |  | 53,125 |  | 100,000 |  | 63,750
EIB Loan |  | Euros |  | 2.02% |  | 22/12/2017 |  | 22/12/2027 |  | 85,000 |  | 74,375 |  | 85,000 |  | 85,000
EIB Loan |  | Euros |  | 2.15% |  | 25/09/2018 |  | 25/09/2028 |  | 85,000 |  | 85,000 |  | 85,000 |  | 85,000
Total EIB Loan |  |  |  |  |  |  |  |  |  | 270,000 |  | 212,500 |  | 270,000 |  | 233,750
Revolving Credit |  | US Dollars |  | Libor + 1.75% |  | 31/01/2017 |  | 31/01/2023 |  | — |  | — |  | 262,009 |  | —
Revolving Credit |  | US Dollars |  | Libor + 1.5% |  | 15/11/2019 |  | 15/11/2025 |  | 445,434 |  | — |  | — |  | —
Total Revolving Credit |  |  |  |  |  |  |  |  |  | 445,434 |  | — |  | 262,009 |  | —
Other non-current loans |  | Euros |  | Euribor - Euribor + 2.30% |  | 25/03/2010 |  | 30/09/2024 |  | 10,000 |  | 4,186 |  | 26,680 |  | 5,936
Loan transaction costs |  |  |  |  |  |  |  |  |  | — |  | (266,214) |  | — |  | (303,182)
Non-current loans and borrowings |  |  |  |  |  |  |  |  |  | 4,312,605 |  | 3,501,772 |  | 5,838,179 |  | 5,010,971
|  |  |  |  |  |  |  |  |  | Thousands of Euros
|  |  |  |  |  |  |  |  |  | 31/12/2019 |  | 31/12/2018
Credit |  | Currency |  | Interest rate |  | Date awarded |  | Maturity date |  | Amount extended |  | Carrying amount |  | Amount extended |  | Carrying amount
Senior debt - Tranche A |  | US Dollars |  | Libor + 1.75% |  | 31/01/2017 |  | 31/01/2023 |  | (*) |  | — |  | (*) |  | 102,621
Senior debt - Tranche A |  | Euros |  | Euribor + 1.75% |  | 31/01/2017 |  | 31/01/2023 |  | (*) |  | — |  | (*) |  | 30,350
Senior debt - Tranche B |  | US Dollars |  | Libor + 2.25% |  | 31/01/2017 |  | 31/01/2025 |  | (*) |  | — |  | (*) |  | 26,201
Senior debt - Tranche B |  | Euros |  | Euribor + 2.25% |  | 15/11/2019 |  | 15/11/2027 |  | (*) |  | 13,600 |  | (*) |  | —
Senior debt - Tranche B |  | US Dollars |  | Libor + 2.00% |  | 15/11/2019 |  | 15/11/2027 |  | (*) |  | 22,271 |  | (*) |  | —
Total senior debt |  |  |  |  |  |  |  |  |  | — |  | 35,871 |  | — |  | 159,172
EIB Loan |  | Euros |  | 2.40% |  | 20/11/2015 |  | 20/11/2025 |  | (*) |  | 10,625 |  | (*) |  | 10,625
EIB Loan |  | Euros |  | 2.02% |  | 22/12/2017 |  | 22/12/2027 |  | (*) |  | 10,625 |  | (*) |  | —
Total EIB Loan |  |  |  |  |  |  |  |  |  | — |  | 21,250 |  | — |  | 10,625
Other current loans |  |  |  | 0.10% - 3.59% |  |  |  |  |  | 239,782 |  | 162,914 |  | 144,571 |  | 14,214
Loan transaction costs |  |  |  |  |  |  |  |  |  | — |  | (34,068) |  | — |  | (29,217)
Current loans and borrowings |  |  |  |  |  |  |  |  |  | 239,782 |  | 185,967 |  | 144,571 |  | 154,794
(*)See amount granted under non-current debt Current loans and borrowings include accrued interest amounting to Euros 6,266 thousand at 31 December 2019 (Euros 2,546 thousand at 31 December 2018). On 15 November 2019 the Group refinanced its Senior Secured Debt with the existing lenders. The new senior debt consists of a Term Loan B (“TLB”), which amount US Dollars 2,500 million and Euros 1,360 million with a 2.00% margin pegged to Libor and a 2.25% margin pegged to Euribor respectively, maturity in 2027 and quasi-bullet repayment structure. The borrowers of the total senior debt are Grifols, S.A. and Grifols Worldwide Operations USA, Inc. The present value discounted from cash flows under the new agreement, including any fees paid and discounted using the original effective interest rate differed by less than 10% of the present value discounted from cash flows remaining in the original debt, whereby it is considered that the debt instrument has not been substantially modified. The costs of refinancing the senior debt amounted to Euros 84.4 million. Based on an analysis of the quantitative and qualitative factors, the Group concluded that the renegotiation of the terms of the senior debt did not imply a derecognition of the liability. According to the IASB’s interpretation published in October 2017, when a financial liability measured at amortized cost is modified or exchanged and does not result in the derecognition of the financial liability, a gain or loss should be recognized in profit or loss, calculated as the difference between the original contractual cash flows from the liability and the modified cash flows, discounted at the original effective interest rate of the liability. Following the standard, the Group has recognized income of Euros 97,850 thousand in the profit or loss account (see note 27). The terms and conditions of the senior secured debt are as follows: Tranche B: Senior Debt Loan repayable in eight years divided in two tranches: US Dollar Tranche B : Original principal amount of US Dollars 2,500 million. Applicable margin of 200 basis points (bp) pegged to US Libor. Quasi-bullet repayment structure. Maturity in 2027. Tranche B in Euros: Original principal amount of Euros 1,360 million. Applicable margin of 225 basis points (bp) pegged to Euribor. Quasi-bullet repayment structure. Maturity in 2027. Details of Tranche B by maturity at 31 December 2019 are as follows:
|  | US Tranche B |  | Tranche B in Euros
|  |  |  | Amortization in thousands |  | Amortization in |  |  |  | Amortization in
|  | Currency |  | of US Dollars |  | thousands of Euros |  | Currency |  | thousands of Euros
Maturity |  |  |  |  |  |  |  |  |  |
2020 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2021 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2022 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2023 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2024 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2025 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2026 |  | US Dollars |  | 25,000 |  | 22,271 |  | Euros |  | 13,600
2027 |  | US Dollars |  | 2,325,000 |  | 2,071,274 |  | Euros |  | 1,264,800
Total |  | US Dollars |  | 2,500,000 |  | 2,227,171 |  | Euros |  | 1,360,000
| o |  | US Dollars 500 million committed credit revolving facility: Amount maturing on 2025 and applicable margin of 150 basis points (bp) pegged to US Libor. At 31 December 2019 no amount has been drawn down on this facility. Both the Senior Term Loans and the Revolving Loans are guaranteed by Grifols, S.A. and certain significant subsidiaries of Grifols, S.A. that together with Grifols, S.A. represent, in the aggregate, at least 80% of the consolidated assets and consolidated EBITDA of Grifols, S.A. and its subsidiaries.
The Notes have been issued by Grifols S.A. and are guaranteed on a senior secured basis by subsidiaries of Grifols, S.A. that are guarantors and co-borrower under the New Credit Facilities. The guarantors are Grifols Worldwide Operations Limited, Biomat USA, Inc., Grifols Biologicals Inc., Grifols Shared Services North America, Inc., Talecris Plasma Resources, Inc.., Grifols Therapeutics, Inc., Instituto Grifols, S.A., Grifols Worldwide Operations USA, Inc., Grifols USA, Llc. and Grifols International, S.A. (c)Credit rating In December 2019 and December 2018 Moody’s Investors Service has confirmed the ‘Ba3’ corporate family rating, ‘Ba2’ rating to the senior secured bank debt that was used to refinance the existing debt structure. The outlook is confirmed as stable. The credit rating of the senior unsecured notes is B2. In December 2019 and December 2018 Standard & Poor’s has confirmed its ‘BB’ rating on Grifols and has assigned 'BB+ ratings to Grifols' senior secured debt that was used to refinance the existing debt structure. The outlook for the rating is stable. The credit rating of the senior unsecured notes is B+. (d)Other financial liabilities At 31 December 2019 “other financial liabilities” include interest-free loans extended by governmental institutions amounting to Euros 14,787 thousand (Euros 16,559 thousand at 31 December 2018). The portion of the loans considered a grant and still to be taken to profit and loss amounts to Euros 592 thousand (Euros 696 thousand at 31 December 2018) (see note 19). At 31 December 2019 “other current financial liabilities” include mainly the repurchase option of Goetech, LLC amounting to US Dollars 20 million (see note 3(d)) and an outstanding balance with a related party (see note 31). Details of the maturity of other financial liabilities are as follows:
|  | Thousands of Euros
|  | 31/12/2019 |  | 31/12/2018
Maturity at: |  |  |  |
Up to one year |  | 41,768 |  | 16,262
Two years |  | 50,585 |  | 21,460
Three years |  | 2,977 |  | 49,602
Four years |  | 1,870 |  | 2,916
Five years |  | 1,420 |  | 1,799
Over five years |  | 3,129 |  | 3,178
|  | 101,749 |  | 95,217
(e)Changes in liabilities derived from financing activities
|  | Thousand of Euros
|  |  |  | Senior Secured |  |  |  |  |  |
|  |  |  | debt & Other |  | Finance lease |  | Other financial |  |
|  | Obligations |  | loans |  | liabilities |  | liabilities |  | Total
Book value at January 1, 2018 |  | 949,205 |  | 5,052,680 |  | 9,360 |  | 45,640 |  | 6,056,885
New financing |  | 99,990 |  | 85,000 |  | — |  | 6,789 |  | 191,779
Refunds |  | (92,244) |  | (45,225) |  | (1,001) |  | (20,041) |  | (158,511)
Bear of interests |  | 31,694 |  | 253,673 |  | 409 |  | 865 |  | 286,641
Other movements (note 2) |  | 146,333 |  | (141,998) |  | — |  | — |  | 4,335
Collection / Payment of interests |  | (32,000) |  | (193,146) |  | — |  | — |  | (225,146)
Business combination |  | — |  | — |  | 4,007 |  | 57,816 |  | 61,823
Foreign exchange differences |  | — |  | 154,781 |  | 110 |  | 4,148 |  | 159,039
Balance at December 31, 2018 |  | 1,102,978 |  | 5,165,765 |  | 12,885 |  | 95,217 |  | 6,376,845
New financing |  | 1,778,218 |  | 3,780,115 |  | — |  | 12,249 |  | 5,570,582
Refunds |  | (100,215) |  | (5,447,842) |  | (73,785) |  | (8,152) |  | (5,629,994)
Bear of interests |  | 37,095 |  | 171,535 |  | 34,558 |  | 1,166 |  | 244,354
Other movements (note 2) |  | (108,874) |  | 24,121 |  | 761,682 |  | — |  | 676,929
Collection / Payment of interests |  | (32,000) |  | (204,179) |  | — |  | — |  | (236,179)
Business combination (note 3) |  | — |  | 10,233 |  | — |  | — |  | 10,233
Foreign exchange differences |  | — |  | 187,991 |  | 5,350 |  | 1,269 |  | 194,610
Balance at December 31, 2019 |  | 2,677,202 |  | 3,687,739 |  | 740,690 |  | 101,749 |  | 7,207,380

X
- References No definition available. + Details
Name: | ifrs-full_DisclosureOfFinancialLiabilitiesAbstract
Namespace Prefix: | ifrs-full_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The disclosure of financial liabilities. [Refer: Financial liabilities] + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 7 -IssueDate 2019-01-01 -Paragraph 7 -URI http://eifrs.ifrs.org/eifrs/xifrs-link?type=IFRS&num=7&code=ifrs-tx-2019-en-r&anchor=para_7&doctype=Standard -URIDate 2019-03-27 + Details
Name: | ifrs-full_DisclosureOfFinancialLiabilitiesExplanatory
Namespace Prefix: | ifrs-full_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration