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Debt | 6 Months Ended
--- | ---
Apr. 30, 2020
Debt Disclosure [Abstract] |
Debt | Debt
(In millions) | April 30, 2020 |  | October 31, 2019
Overdraft and other credit facilities | $ | 54.6 |  |  | $ | 63.7 |
Term loan | 500.0 |  |  | 500.0 |
Less: unamortized debt issuance cost | (0.1 | ) |  | — |
Short-term debt | $ | 554.5 |  |  | $ | 563.7 |
Revolving credit | 495.0 |  |  | 264.0 |
Term loans | 850.0 |  |  | 1,000.0 |
Other | 0.2 |  |  | 0.2 |
Less: unamortized debt issuance cost | (0.4 | ) |  | (1.6 | )
Long-term debt | 1,344.8 |  |  | 1,262.6 |
Total debt | $ | 1,899.3 |  |  | $ | 1,826.3 |
Revolving Credit and Term Loan Agreement on April 1, 2020 On April 1, 2020, the Company entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft. the lenders from time to time party thereto, and KeyBank National Association, as administrative agent. The 2020 Credit Agreement provides for (a) a multicurrency revolving credit facility (the 2020 Revolving Credit Facility) in an aggregate principal amount of $1.290 billion and (b) a term loan facility (the 2020 Term Loan Facility) in an aggregate principal amount of $850.0 million, each of which, unless terminated earlier, mature on April 1, 2025. In addition, the Company has the ability from time to time to request an increase to the size of the revolving credit facility or establish one or more new term loans under the term loan facility in an aggregate amount up to $1.605 billion, subject to the discretionary participation of the lenders. Amounts outstanding under the 2020 Credit Agreement will bear interest, at the Company’s option, at either the base rate, or the adjusted LIBO rate or adjusted foreign currency rate, plus, in each case, an applicable rate of between 0.00% and 0.50% in respect of base rate loans, and between 0.75% and 1.50% in respect of adjusted LIBO rate or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2020 Credit Agreement. During the term of the 2020 Revolving Credit Facility, the Borrowers may borrow, repay and re-borrow amounts available under the Revolving Credit Facility, subject to voluntary reduction of the revolving commitment. The Company pays an annual commitment fee that ranges from 0.10% to 0.20% of the unused portion of the 2020 Revolving Credit Facility based upon the Company’s Total Leverage Ratio, as defined in the 2020 Credit Agreement. In addition to the annual commitment fee, the Company is also required to pay certain letter of credit and related fronting fees and other administrative fees pursuant to the terms of the 2020 Credit Agreement. On April 1, 2020, the Company borrowed $850.0 million under the 2020 Term Loan Facility and $445.0 million under the 2020 Revolving Credit Facility and used the proceeds to fully repay all borrowings outstanding under the 2017 Term Loan Agreement (as defined below) and transfer all letters of credit and borrowings outstanding under the 2016 Credit Agreement (as defined below) to the 2020 Credit Agreement, as further described below. At April 30, 2020, the Company had $850.0 million outstanding under the 2020 Term Loan Facility and $495.0 million outstanding under the 2020 Revolving Credit Facility. The interest rate on the 2020 Term Loan Facility was 1.86% at April 30, 2020. During the three and six months ended April 30, 2020, the Company expensed $1.7 million related to the debt issuance costs of the 2020 Term Loan Facility. The 2020 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the 2020 Credit Agreement:
• | Interest Coverage Ratio, as defined, to be at least 3.00 to 1.00 at all times.
• | Total Leverage Ratio, as defined, to be no higher than 3.75 to 1.00.
At April 30, 2020, the Company was in compliance with the Interest Coverage Ratio at 15.00 to 1.00 and the Total Leverage Ratio at 2.18 to 1.00 for 2020 Credit Agreement and 2019 Term Loan Agreement discussed below. $500 million Term Loan on September 27, 2019, amended on April 1, 2020 On September 27, 2019, the Company amended its existing senior unsecured term loan agreement entered into on November 1, 2018 (the 2018 Term Loan Agreement) to establish a new 364-day senior unsecured term loan (the 2019 Term Loan Agreement) with the same parties as the 2018 Term Loan Agreement. The 2019 Term Loan Agreement modifies certain provisions of the 2018 Term Loan Agreement which, among other things, extended the maturity date to September 25, 2020 and increased the aggregate principal amount of the term loan facility from an original amount of $400 million to $500 million. The Company used the additional funds to partially repay outstanding borrowings under the 2017 Term Loan Agreement (as defined below). On April 1, 2020, the Company entered into Amendment No. 2 to the 2018 Term Loan Agreement (the Second Amendment to the 2018 Term Loan Agreement). The Second Amendment to the 2018 Term Loan Agreement further modifies the 2018 Term Loan Agreement by, among other things, conforming certain provisions therein to those contained in the 2020 Credit Agreement discussed above. At April 30, 2020, the Company had $500.0 million outstanding under the 2019 Term Loan Agreement (including the Second Amendment to the 2018 Term Loan Agreement). Amounts outstanding under the 2019 Term Loan Agreement will bear interest, at the Company's option, at either the base rate, or the adjusted LIBOR (each as defined in the Second Amendment to the 2018 Term Loan Agreement), plus, in each case, an applicable rate of 0.00% in respect of base rate loans and 0.60% in respect of adjusted LIBOR loans. The weighted average interest rates for the three months and six months ended April 30, 2020 were 2.01% and 2.18%, respectively. The 2019 Term Loan Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio (each as defined in the Second Amendment to the 2018 Term Loan Agreement) consistent with the 2020 Credit Agreement discussed above. $1.425 billion Term Loan on November 1, 2017 On November 1, 2017, in connection with the PARAGARD acquisition, the Company entered into a five-year, $1.425 billion, senior unsecured term loan agreement (the 2017 Term Loan Agreement) by and among the Company, the lenders party thereto and DNB Bank ASA, New York Branch, as administrative agent which matures on November 1, 2022. The Company used part of the facility to fund the PARAGARD acquisition and used the remainder of the funds to partially repay outstanding borrowings under the Company's revolving credit agreement. On April 1, 2020, in connection with the Company’s entry into the 2020 Credit Agreement, the Company terminated the 2017 Term Loan Agreement. In connection with the termination, all borrowings outstanding under the 2017 Term Loan Agreement were repaid. As a result of the repayment, the Company incurred debt extinguishment charges of $1.4 million due to the acceleration of amortization of debt issuance costs. Revolving Credit and Term Loan Agreement on March 1, 2016 On March 1, 2016, the Company entered into a Revolving Credit and Term Loan Agreement (the 2016 Credit Agreement), among the Company, CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent. The 2016 Credit Agreement provides for a multi-currency revolving credit facility in an aggregate principal amount of $1.0 billion (the 2016 Revolving Credit Facility) and a term loan facility in an aggregate principal amount of $830.0 million (the 2016 Term Loan Facility). On April 1, 2020, in connection with the Company’s entry into the 2020 Credit Agreement, the Company terminated the 2016 Credit Agreement. In connection with the termination, all letters of credit outstanding under the 2016 Credit Agreement were transferred to the 2020 Credit Agreement. As a result of the termination, the Company incurred debt extinguishment charges of $0.8 million due to the acceleration of amortization of debt issuance costs. Refer to our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 for more details. The following is a summary of the maximum commitments and the net amounts available to us under credit facilities discussed above as of April 30, 2020:
(In millions) |  | Facility Limit |  | Outstanding Borrowings |  | Outstanding Letters of Credit |  | Total Amount Available |  | Maturity Date
2020 Revolving Credit Facility |  | $ | 1,290.0 |  |  | $ | 495.0 |  |  | $ | 1.2 |  |  | $ | 793.8 |  |  | April 1, 2025
2020 Term Loan Facility |  | 850.0 |  |  | 850.0 |  |  | n/a |  |  | — |  |  | April 1, 2025
2019 Term Loan |  | 500.0 |  |  | 500.0 |  |  | n/a |  |  | — |  |  | September 25, 2020
Total |  | $ | 2,640 |  |  | $ | 1,845 |  |  | $ | 1.2 |  |  | $ | 793.8 |  |  |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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