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Debt | 6 Months Ended
--- | ---
Sep. 30, 2020
Debt Disclosure [Abstract] |
Debt | Debt Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate |  | Effective Interest Rate |  | Fair Value of Liability Component at Issuance (1) |  |  |  |  |  |  |  |
|  |  |  | September 30, |  | March 31, |  |  |  |
|  |  |  | 2020 |  | 2020 |  |
Senior Secured Indebtedness |  |  |  |  |  |  |  |  |  |  |  |  |
Revolving Credit Facility |  |  |  |  |  |  | $ | 1,919.6 |  |  | $ | 2,388.5 |  |  |  |  |
Term Loan Facility |  |  |  |  |  |  | 1,705.7 |  |  | 1,723.5 |  |  |  |  |
Bridge Loan Facility |  |  |  |  |  |  | — |  |  | 615.0 |  |  |  |  |
4.333% 2023 Notes | 4.333% |  | 4.7% |  |  |  | 1,000.0 |  |  | 1,000.0 |  |  |  |  |
3.922% 2021 Notes | 3.922% |  | 4.5% |  |  |  | 1,000.0 |  |  | 1,000.0 |  |  |  |  |
2.670% 2023 Notes | 2.670% |  | 2.8% |  |  |  | 1,000.0 |  |  | — |  |  |  |  |
Senior Unsecured Indebtedness |  |  |  |  |  |  |  |  |  |  |  |  |
4.250% 2025 Notes | 4.250% |  | 4.6% |  |  |  | 1,200.0 |  |  | — |  |  |  |  |
Total Senior Indebtedness |  |  |  |  |  |  | 7,825.3 |  |  | 6,727.0 |  |  |  |  |
Senior Subordinated Convertible Debt - Principal Outstanding |  |  |  |  |  |  |  |
2017 Senior Convertible Debt | 1.625% |  | 6.0% |  | $802.2 |  | 1,044.3 |  |  | 2,070.0 |  |  |  |  |
2015 Senior Convertible Debt | 1.625% |  | 5.9% |  | $262.0 |  | 312.4 |  |  | 1,110.0 |  |  |  |  |
Junior Subordinated Convertible Debt - Principal Outstanding |  |  |  |  |  |  |  |
2017 Junior Convertible Debt | 2.250% |  | 7.4% |  | $321.1 |  | 686.3 |  |  | 686.3 |  |  |  |  |
Total Convertible Debt |  |  |  |  |  |  | 2,043.0 |  |  | 3,866.3 |  |  |  |  |
Gross long-term debt including current maturities |  |  |  |  |  |  | 9,868.3 |  |  | 10,593.3 |  |  |  |  |
Less: Debt discount (2) |  |  |  |  |  |  | (641.6) |  |  | (1,043.2) |  |  |  |  |
Less: Debt issuance costs (3) |  |  |  |  |  |  | (49.2) |  |  | (67.9) |  |  |  |  |
Net long-term debt including current maturities |  |  |  |  |  |  | 9,177.5 |  |  | 9,482.2 |  |  |  |  |
Less: Current maturities (4) |  |  |  |  |  |  | (996.1) |  |  | (608.8) |  |  |  |  |
Net long-term debt |  |  |  |  |  |  | $ | 8,181.4 |  |  | $ | 8,873.4 |  |  |  |  |
(1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component, which are both initially recorded at fair value. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The unamortized discount consists of the following (in millions):
| September 30, |  | March 31, |  |  |  |
| 2020 |  | 2020 |  |  |
Bridge Loan Facility | $ | — |  |  | $ | (3.1) |  |  |  |  |
4.333% 2023 Notes | (2.9) |  |  | (3.5) |  |  |  |  |
3.922% 2021 Notes | (1.2) |  |  | (2.1) |  |  |  |  |
2.670% 2023 Notes | (2.7) |  |  | — |  |  |  |  |
4.250% 2025 Notes | (14.2) |  |  | — |  |  |  |  |
2017 Senior Convertible Debt | (239.0) |  |  | (504.2) |  |  |  |  |
2015 Senior Convertible Debt | (49.4) |  |  | (192.9) |  |  |  |  |
2017 Junior Convertible Debt | (332.2) |  |  | (337.4) |  |  |  |  |
Total unamortized discount | $ | (641.6) |  |  | $ | (1,043.2) |  |  |  |  |
(3) Debt issuance costs consist of the following (in millions):
| September 30, |  | March 31, |  |  |  |
| 2020 |  | 2020 |  |  |
Revolving Credit Facility | $ | (12.3) |  |  | $ | (14.6) |  |  |  |  |
Term Loan Facility | (13.2) |  |  | (14.6) |  |  |  |  |
Bridge Loan Facility | — |  |  | (3.1) |  |  |  |  |
4.333% 2023 Notes | (6.6) |  |  | (7.7) |  |  |  |  |
3.922% 2021 Notes | (2.7) |  |  | (4.8) |  |  |  |  |
2.670% 2023 Notes | (1.6) |  |  | — |  |  |  |  |
4.250% 2025 Notes | (1.9) |  |  | — |  |  |  |  |
2017 Senior Convertible Debt | (6.1) |  |  | (13.0) |  |  |  |  |
2015 Senior Convertible Debt | (1.8) |  |  | (7.0) |  |  |  |  |
2017 Junior Convertible Debt | (3.0) |  |  | (3.1) |  |  |  |  |
Total debt issuance costs | $ | (49.2) |  |  | $ | (67.9) |  |  |  |  |
(4) As of September 30, 2020, current maturities consist of the 3.922% 2021 Notes which are due June 1, 2021. As of March 31, 2020, current maturities included the Bridge Loan Facility. Expected maturities relating to the Company’s debt obligations as of September 30, 2020 are as follows (in millions):
Fiscal year ending March 31, |  | Expected Maturities
2021 |  | $ | — |
2022 |  | 1,000.0 |
2023 |  | — |
2024 |  | 3,919.6 |
2025 |  | 312.4 |
Thereafter |  | 4,636.3 |
Total |  | $ | 9,868.3 |
Ranking of Convertible Debt - The Convertible Debt are unsecured obligations which are subordinated in right of payment to the amounts outstanding under the Company's Senior Indebtedness. The Junior Subordinated Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior Indebtedness and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt is subordinated to the Senior Indebtedness; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the Junior Subordinated Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the Company's secured and unsecured unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries. Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified Conversion Rates (see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (i) such time as the closing price of the Company's common stock exceeds the Conversion Price (see table below) by 130% for 20 days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter or (ii) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day or (iii) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable Conversion Price at such time, the applicable Conversion Rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable Conversion Rate exceed the applicable Maximum Conversion Rate specified in the indenture for the applicable series of Convertible Debt (see table below). The following table sets forth the applicable Conversion Rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable Incremental Share Factors and Maximum Conversion Rates as adjusted for dividends paid since the applicable issuance date:
| Dividend adjusted rates as of September 30, 2020
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2017 Senior Convertible Debt (1) | 10.5359 |  |  | $ | 94.91 |  |  | 5.2679 |  |  | 15.0136 |
2015 Senior Convertible Debt (1) | 16.4300 |  |  | $ | 60.86 |  |  | 8.2150 |  |  | 23.0019 |
2017 Junior Convertible Debt (1) | 10.7240 |  |  | $ | 93.25 |  |  | 5.3621 |  |  | 15.0136 |
(1) As of September 30, 2020, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were not convertible. As of September 30, 2020, the holders of the 2015 Senior Convertible Debt have the right to convert their notes between October 1, 2020 and December 31, 2020 because the Company's common stock price has exceeded the Conversion Price by 130% for the specified period of time during the quarter ended September 30, 2020. As of September 30, 2020, the adjusted conversion rate for the 2015 Senior Convertible Debt would be increased to 19.7793 shares of common stock per $1,000 principal amount of notes based on the closing common stock price of $102.76 to include an additional maximum incremental share rate per the terms of the indenture. As of September 30, 2020, the 2017 Senior Convertible Debt, 2015 Senior Convertible Debt and 2017 Junior Convertible Debt had a value if converted above par of $129.5 million, $322.5 million and $105.0 million, respectively. The Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is provided for any series of Convertible Debt. Upon the occurrence of a fundamental change as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest. Interest expense consists of the following (in millions):
|  |  | Three Months Ended September 30, |  | Six Months Ended September 30,
|  |  |  |  |  |  | 2020 |  | 2019 |  | 2020 |  | 2019
Debt issuance amortization |  |  |  |  |  |  | $ | 3.7 |  |  | $ | 3.3 |  |  | $ | 7.8 |  |  | $ | 6.6 |
Debt discount amortization |  |  |  |  |  |  | 1.6 |  |  | 0.7 |  |  | 3.1 |  |  | 1.4 |
Interest expense |  |  |  |  |  |  | 59.4 |  |  | 74.9 |  |  | 112.1 |  |  | 153.6 |
Total interest expense on Senior Indebtedness |  |  |  |  |  |  | 64.7 |  |  | 78.9 |  |  | 123.0 |  |  | 161.6 |
Debt issuance amortization |  |  |  |  |  |  | 0.5 |  |  | 1.0 |  |  | 1.2 |  |  | 1.9 |
Debt discount amortization |  |  |  |  |  |  | 16.2 |  |  | 29.6 |  |  | 40.0 |  |  | 58.8 |
Coupon interest expense |  |  |  |  |  |  | 10.8 |  |  | 19.3 |  |  | 26.1 |  |  | 38.6 |
Total interest expense on Convertible Debt |  |  |  |  |  |  | 27.5 |  |  | 49.9 |  |  | 67.3 |  |  | 99.3 |
Other interest expense |  |  |  |  |  |  | 1.1 |  |  | 0.8 |  |  | 2.1 |  |  | 1.3 |
Total interest expense |  |  |  |  |  |  | $ | 93.3 |  |  | $ | 129.6 |  |  | $ | 192.4 |  |  | $ | 262.2 |
The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 6.4 years, 4.4 years, and 16.4 years for the 2017 Senior Convertible Debt, 2015 Senior Convertible Debt and 2017 Junior Convertible Debt, respectively. In August 2020, the Company settled, in privately negotiated transactions that are accounted for as induced conversions, (i) $414.3 million aggregate principal amount of its 2015 Senior Convertible Debt for $414.3 million in cash and 5.2 million shares of the Company's common stock valued at $547.6 million for total consideration of $961.8 million, of which $351.7 million was allocated to the fair value of the liability component and $592.3 million was allocated to the reacquisition of the equity component, and (ii) $381.8 million aggregate principal amount of its 2017 Senior Convertible Debt for $381.8 million in cash and 2.1 million shares of the Company's common stock valued at $221.1 million for total consideration of $602.9 million, of which $299.0 million was allocated to the fair value of the liability component and $292.2 million was allocated to the reacquisition of the equity component. The consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement, resulting in a net loss on inducement and settlement of debt of $45.1 million. The Company used borrowings under its Revolving Credit Facility to finance the cash portion of its 2015 Senior Convertible Debt and 2017 Senior Convertible Debt settlement transactions. In June 2020, the Company used a portion of the proceeds from the issuance of the 2.670% 2023 Notes and the 4.250% 2025 Notes (as further defined below) to (i) repay $615.0 million in borrowings under the Bridge Loan Facility resulting in a loss on settlement of debt of $5.3 million consisting of unamortized financing fees, (ii) settle $383.3 million aggregate principal amount of the Company's 2015 Senior Convertible Debt and $643.9 million aggregate principal amount of the Company's 2017 Senior Convertible Debt, and (iii) repay a portion of the amount outstanding under the Company's existing Revolving Credit Facility as well as for general corporate purposes (the "June 2020 Settlements"). The Company settled, in separate privately negotiated transactions that are accounted for as induced conversions, (i) $383.3 million aggregate principal amount of its 2015 Senior Convertible Debt for $383.3 million in cash and 4.1 million shares of the Company's common stock valued at $405.1 million for total consideration of $788.4 million, of which $314.4 million was allocated to the fair value of the liability component and $464.4 million was allocated to the reacquisition of the equity component, and (ii) $643.9 million aggregate principal amount of its 2017 Senior Convertible Debt for $643.9 million in cash and 2.5 million shares of the Company's common stock valued at $246.4 million for total consideration of $890.3 million, of which $481.0 million was allocated to the fair value of the liability component and $390.9 million was allocated to the reacquisition of the equity component. The consideration was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement, resulting in a net loss on inducement and settlement of debt of $21.5 million. In March 2020, the Company settled, in privately negotiated transactions that are accounted for as induced conversions, $615.0 million aggregate principal amount of its 2015 Senior Convertible Debt for $615.0 million in cash and 5.2 million shares of the Company's common stock valued at $351.8 million for total consideration of $966.8 million. In addition, the Company also entered into a Bridge Loan Facility, which provides for a term loan facility for an aggregate principal amount of $615.0 million to finance the cash portion of its 2015 Senior Convertible Debt settlement transaction. Senior Notes 2.670% 2023 Notes and 4.250% 2025 Notes In May 2020, the Company issued $1.00 billion aggregate principal amount of 2.670% 2023 Notes and $1.20 billion aggregate principal amount of 4.250% 2025 Notes in a private placement. In connection with the issuance of these notes, the Company incurred issuance costs of $3.8 million and recorded a debt discount of $18.0 million for fees deducted from the proceeds, which will both be amortized using the effective interest method over the term of the debt. The Company used proceeds from the issuance of the 2.670% 2023 Notes and the 4.250% 2025 Notes to fund the June 2020 Settlements. The 2.670% 2023 Notes mature on September 1, 2023 and interest accrues at a rate of 2.670% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. The 4.250% 2025 Notes mature on September 1, 2025 and interest accrues at a rate of 4.250% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. The Company may, at its option, redeem some or all of the 2.670% 2023 Notes prior to September 1, 2023 at a price equal to the greater of (a) 100% of the principal amount of the 2.670% 2023 Notes redeemed and (b) the sum of the present value of all remaining scheduled payments of principal and interest (discounted in accordance with the 2.670% 2023 Notes indenture) that would have been due on the redeemed 2.670% 2023 Notes, in each case, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to September 1, 2022, the Company may, at its option, redeem up to 40% of the original aggregate principal amount of the 4.250% 2025 Notes with the net cash proceeds of one or more equity offerings (as such terms are defined in the 4.250% 2025 Notes indenture), at a price equal to 104.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, provided that (i) at least 60% of the original aggregate principal amount of the 4.250% 2025 Notes remains outstanding after each such redemption and (ii) such redemption occurs within 60 days after the closing of such equity offering. In addition, prior to September 1, 2022, the Company may, at its option, redeem the 4.250% 2025 Notes in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of 4.250% 2025 Notes redeemed, plus, in each case, a premium equal to the greater of (i) 1.0% of the principal amount of such 4.250% 2025 Notes and (ii) the excess, if any, of (a) the present value as of such date of redemption of (1) the redemption price of such 4.250% 2025 Notes on September 1, 2022, plus (2) all required interest payments due on such 4.250% 2025 Notes through September 1, 2022 (excluding accrued but unpaid interest to the date of redemption) computed using a discount rate equal to the treasury rate (as defined in the 4.250% 2025 Notes indenture) as of such date of redemption plus 50 basis points, over (b) the then outstanding principal amount of such 4.250% 2025 Notes. On or after September 1, 2022, the Company may, at its option, redeem some or all of the 4.250% 2025 Notes, at a redemption price equal to (i) if during the twelve-month period beginning on September 1, 2022, 102.125% of the aggregate principal amount of 4.250% 2025 Notes redeemed, (ii) if during the twelve-month period beginning on September 1, 2023, 101.063% of the aggregate principal amount of 4.250% 2025 Notes redeemed, and (iii) if during the twelve-month period beginning on September 1, 2024 or thereafter, 100% of the aggregate principal amount of 4.250% 2025 Notes redeemed, in each case, plus accrued and unpaid interest on such 4.250% 2025 Notes, if any, to, but excluding, the repurchase date. If the Company experiences a specified change of control triggering event, the Company must offer to repurchase the 2.670% 2023 Notes and 4.250% 2025 Notes at a price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 2.670% 2023 Notes indenture and the 4.250% 2025 Notes indenture contain customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, create or incur certain liens, and enter into sale and leaseback transactions, and consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, to another person. The 2.670% 2023 Notes indenture contains covenants that restrict the ability of the Company and its subsidiaries to sell or otherwise dispose of any assets constituting collateral securing the 2.670% 2023 Notes. These covenants are subject to a number of limitations and exceptions set forth in the indentures. The 2.670% 2023 Notes and 4.250% 2025 Notes are guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligations under the Company's Senior Credit Facilities, and under the Company's existing Senior Secured Notes. In the future, each subsidiary of the Company that is a guarantor or other obligor of the Company's existing Senior Credit Facilities or certain other indebtedness of the Company will guarantee the 2.670% 2023 Notes and 4.250% 2025 Notes. The 2.670% 2023 Notes and the 2.670% 2023 Notes guarantees are secured, on a pari passu first lien basis with the Company's existing Senior Credit Facilities, by substantially all of the tangible and intangible assets (other than certain excluded assets) of the Company and the guarantors that secure obligations under the Company's existing Senior Credit Facilities, in each case subject to certain thresholds, exceptions and permitted liens, as set forth in a pledge and the security agreement, dated May 29, 2020, by and among the Company, the subsidiary guarantors party thereto and the collateral agent. 4.333% 2023 Notes and 3.922% 2021 Notes In May 2018, the Company issued $1.00 billion aggregate principal amount of 3.922% 2021 Notes and $1.00 billion aggregate principal amount of 4.333% 2023 Notes (together, the "Senior Secured Notes") in a private placement. In connection with the issuance of these notes, the Company incurred issuance costs of $24.4 million and recorded a debt discount of $10.5 million for fees deducted from the proceeds, which will both be amortized using the effective interest method over the term of the debt. The 3.922% 2021 Notes mature on June 1, 2021 and the 4.333% 2023 Notes mature on June 1, 2023. Interest on the 3.922% 2021 Notes accrues at a rate of 3.922% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. Interest on the 4.333% 2023 Notes accrues at a rate of 4.333% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. Senior Credit Facilities In March 2020 and September 2019, the Company amended the Company's Credit Agreement to, among other things, amend certain negative covenants, including covenants that restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens and enter into certain restrictive agreements. The amendments provide the Company the ability to finance a Convertible Notes repurchase not to exceed $1.0 billion with secured debt, and the ability to factor receivables and certain related assets as further explained below. In addition, the amendments reduce the margin added to the interest rate on revolving loans under the Credit Agreement to 0.0% to 0.75% for base rate loans and 1.0% to 1.75% for the LIBOR rate loans, in each case determined based on the Company's senior leverage ratio. The amendments reduced the commitments for the Revolving Credit Facility thereunder to $3.57 billion from $3.60 billion.

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