Long‑Term Debt

12 Months Ended

Dec. 31, 2020

Long‑Term Debt

Long‑term debt consists of the following as of December 31, 2020 and 2019:


	December 31,
	2020		2019
Bank credit facility:
Senior secured revolver	$	246,000	$	233,750
Total long‑term debt	$	246,000	$	233,750

Bank Credit Facility — On December 19, 2017, the Company entered into an amended and restated credit agreement (the “Credit Facility”), which matures on December 18, 2022. Upon entry into the Credit Facility, the Company obtained a $500,000 senior secured revolving facility and refinanced all indebtedness outstanding under its prior facility. Subsequent to December 31, 2020, the Company refinanced its Credit Facility (see Note 25).

On September 2, 2020, the Company entered into the First Amendment to the Credit Facility, which provided a new term loan of $125,000 (the “Term Loan”) with a maturity of December 18, 2022 and included certain other amendments, including the addition of a mandatory prepayment provision requiring the Company to prepay borrowings under the Credit Facility in an aggregate amount equal to the net proceeds from any underwritten public offering by the Company, which prepayment shall be applied, first, to the Term Loan and, second, to any borrowings outstanding under the revolving facility under the Credit Facility without reducing the revolving commitments thereof. The Company used borrowings under the Term Loan and under the revolving facility under the Credit Facility to pay the Special Dividend declared by the Company’s board of directors on August 28, 2020 (see Note 13). In November 2020, the Company used a portion of the net proceeds from the Follow‑On Offering to repay the $125,000 Term Loan (see Note 13).

In addition to the revolving line of credit, the Credit Facility also provides up to $50,000 of letters of credit and other incremental borrowings subject to availability, including a $50,000 multi‑currency swing‑line sub‑facility and a $100,000 incremental “accordion” sub‑facility. The Company had $150 and $546 of letters of credit and surety bonds outstanding as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had $253,850 and $265,704, respectively, available under the Credit Facility.

Under the Credit Facility, the Company may make either Euro currency or non‑Euro currency interest rate elections. Interest on the Euro currency borrowings is at the one‑month LIBOR plus a spread ranging from 100 basis points (“bps”) to 225 bps as determined by the Company’s net leverage ratio. Under the non‑Euro currency elections, Credit Facility borrowings bear a base interest rate of the greater of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) LIBOR plus 100 bps, plus a spread ranging from 0 bps to 125 bps as determined by the Company’s leverage ratio. In addition, a commitment fee for the unused Credit Facility ranges from 15 bps to 30 bps as determined by the Company’s net leverage ratio.

Borrowings under the Credit Facility are guaranteed by all of the Company’s first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S. assets and 65% of the stock of their directly owned foreign subsidiaries. The Credit Facility contains both affirmative and negative covenants, including maximum leverage ratios. As of December 31, 2020 and 2019, the Company was in compliance with all covenants in its debt agreements.

Interest rate risk associated with the Credit Facility is managed through an interest rate swap which the Company executed on March 31, 2020. The swap has an effective date of April 2, 2020 and a termination date of April 2, 2030. Under the terms of the swap, the Company fixed its LIBOR borrowing rate at 0.73% on a notional amount of $200,000. The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the swap as either an asset or a liability on the consolidated balance sheet and carries the derivative at fair value. Gains and losses from the change in fair value are recognized in Other income (expense), net in the consolidated statement of operations. As of December 31, 2020, the Company recorded a swap related asset at fair value of $347 in Other assets in the consolidated balance sheet.

The weighted average interest rate under the Credit Facility was 1.92%, 3.47%, and 3.28% for the years ended December 31, 2020, 2019, and 2018, respectively. There were no accrued interest or fees as of December 31, 2020 and 2019. Interest expense was $6,878, $8,971, and $8,800 for the years ended December 31, 2020, 2019, and 2018, respectively.

For the year ended December 31, 2020, the Company incurred $432 of debt issuance costs related to the Term Loan. In addition, interest expense includes amortization of deferred financing costs of $553 for both the years ended December 31, 2020 and 2019 and $552 for the year ended December 31, 2018.

Other — Interest expense related to other obligations was $50, $207, and $255 for the years ended December 31, 2020, 2019, and 2018, respectively.

Convertible Debt — In January 2021, the Company completed an offering of convertible debt (see Note 25).