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Debt

9 Months Ended

Sep. 30, 2021

Debt

16. Debt


		Carrying amount
		September 30,			December 31,
		2021			2020
Short-term debt		$	18,481		$	29,145

Long-term debt:

Term loan and long-term revolver loan:
Term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.61%, due in monthly installments of interest only, maturing in September 2026			93,762			98,420
Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.61%, due in monthly installments of interest only, maturing in September 2026			46,442			46,184
Less: unamortized debt issue costs			(590)			(690)
Senior unsecured notes:
Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025			500,000			500,000
Less: unamortized debt issue costs			(5,922)			(7,266)
Total long-term debt			633,692			636,648

Total debt		$	652,173		$	665,793

Long-term debt:
Current portion		$	1,172		$	10,360
Non-current portion			632,520			626,288
Total long-term debt		$	633,692		$	636,648

As at September 30, 2021, the Company had unused committed revolving credit facilities aggregating $686,313,000, of which $676,313,000 is available until September 21, 2026 subject to certain covenant restrictions. The Company was in compliance with all financial and other covenants applicable to the credit facilities at September 30, 2021

Short-term debt

Short-term debt is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and has a weighted average interest rate of 1.8% (December 31, 2020: 2.3%).

Long-term debt

a)	Term loan and long-term revolver loan

On August 14, 2020, the Company entered into an amendment of the Credit Agreement dated October 27, 2016 with a syndicate of lenders, totaling $630,000,000 comprised of:

(1)

Multicurrency revolving facilities of up to $530,000,000 (the “Revolving Facilities”); and

(2)

A delayed-draw term loan facility of up to $100,000,000 (the Delayed-Draw Term Loan Facility, the “DDTL Facility” and together with the Revolving Facilities, the “Facilities”).

On September 21, 2021, the Company entered into another amendment of its Credit Agreement. The amendment, among other things, (i) extended the maturity date of the Facilities from October 27, 2023 to September 21, 2026, (ii) increased the total size of the Facilities provided under the Credit Agreement to up to $1,045,000,000, including $295,000,000 of commitments under the DDTL Facility, (iii) reduced the applicable margin for base rate loans and LIBOR loans at each pricing tier level, (iv) reduced the applicable percentage per annum used to calculate the commitment fee in respect of the unused commitments under the Revolving Facilities at each pricing tier level, and (v) included customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate.

16. Debt (continued)

a)	Term loan and long-term revolver loan (continued)

Immediately prior to the amendment, the aggregate principal amount outstanding under the DDTL Facility was $90,000,000 ($118,889,995 CAD). In connection with the amendment, the Company refinanced that amount with the proceeds from a borrowing under the DDTL Facility. There are no mandatory principal repayments of borrowings under the DDTL Facility until the earlier of when the remaining $205,000,000 is drawn or Q3 2022. Once principal payments become mandatory, they are subject to an annual amortization rate of 5%, payable in quarterly installments, with the balance payable at maturity.

The Company incurred debt issuance costs of $4,262,000 in connection with the amendment during the three month period ending September 30, 2021. As at September 30, 2021, the Company had unamortized deferred debt issue costs relating to the Credit Agreement of $6,106,000.

b)	Senior unsecured notes

On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (the “Notes”). Interest on the Notes is payable semi-annually. The Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by certain of the Company’s subsidiaries. IronPlanet, Rouse, and certain of their respective subsidiaries were added as additional guarantors in connection with the acquisitions of IronPlanet and Rouse, respectively.