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Indebtedness | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Indebtedness | Indebtedness The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2024:
| December 31, 2023 |  | Borrowings |  | Repayments |  | Other (5) |  | December 31, 2024
Revolving loans(1) | $ | — |  |  | $ | 384.8 |  |  | $ | (304.8) |  |  | $ | — |  |  | $ | 80.0 |
Term loans (2) | 539.9 |  |  | — |  |  | (17.0) |  |  | 0.5 |  |  | 523.4 |
Trade receivables financing arrangement (3) | 16.0 |  |  | 272.0 |  |  | (279.0) |  |  | — |  |  | 9.0 |
Other indebtedness (4) | 2.4 |  |  | 0.1 |  |  | (1.3) |  |  | 1.1 |  |  | 2.3 |
Total debt | 558.3 |  |  | $ | 656.9 |  |  | $ | (602.1) |  |  | $ | 1.6 |  |  | 614.7 |
Less: short-term debt | 17.9 |  |  |  |  |  |  |  |  | 10.1 |
Less: current maturities of long-term debt | 17.3 |  |  |  |  |  |  |  |  | 27.6 |
Total long-term debt | $ | 523.1 |  |  |  |  |  |  |  |  | $ | 577.0 |
_____________________________________________________________ (1)The revolving loan facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as the primary funding mechanism for the Ingénia acquisition. (2)The term loans are repayable in quarterly installments equal to 1.25% of the initial term loan balances of $545.0, in all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.2 and $1.7 at December 31, 2024 and December 31, 2023, respectively. (3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At December 31, 2024, we had $61.7 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $9.0. (4)Primarily includes balances under a purchase card program of $1.1 and $1.9 and finance lease obligations of $1.2 and $0.5 at December 31, 2024 and December 31, 2023, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. (5)“Other” includes the impact of amortization of debt issuance costs associated with the term loans. Maturities of long-term debt payable during each of the five years subsequent to December 31, 2024 are $27.6, $27.7, $550.3, $0.2, and $0.1, respectively. Senior Credit Facilities On August 30, 2024, we entered into a Second Amendment to the Amended and Restated Credit Agreement and Incremental Facility Activation Notice (the “Second Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the lenders party thereto, and certain domestic subsidiaries of the Company, as guarantors, which amended our prior Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”) with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent. The Second Amendment increases the aggregate revolving credit commitments under the Credit Agreement from $500.0 to $1,000.0 and makes certain conforming changes and other amendments to the Credit Agreement. We expect to utilize the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes. In connection with the Second Amendment, we capitalized $2.6 of debt issuance costs within “Other assets” on the consolidated balance sheet as of December 31, 2024. On April 21, 2023, we entered into an Incremental Facility Activation Notice with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amended the Amended and Restated Credit Agreement, dated as of August 12, 2022, among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent (“Incremental Amendment”). The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $300.0, which was available in up to three drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023 (“Incremental Term Loan”). The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes. The Incremental Term Loan will mature on August 12, 2027. We may voluntarily prepay the Incremental Term Loan, in whole or in part, without premium or penalty. In June 2023, we borrowed $300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition. The credit facilities (the “Senior Credit Facilities”) under the Credit Agreement consist of the following at December 31, 2024 (each with a final maturity of August 12, 2027): •Term loan facilities with original aggregate principal amounts of $545.0 ($245.0 and $300.0 related to our original term loan and the Incremental Term Loan, respectively); •A multicurrency revolving credit facility, available for loans and letters of credit in Dollars, Euro, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $1,000.0 (with sub-limits equal to the equivalents of $200.0 for financial letters of credit, $50.0 for non-financial letters of credit, and $150.0 for non-U.S. exposure); and •A bilateral foreign credit instrument facility, available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25.0. The Credit Agreement also: •Requires that we maintain a Consolidated Leverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of not more than 3.75 to 1.00 (or (i) 4.00 to 1.00 for the four fiscal quarters after certain permitted acquisitions or (ii) 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions with a minimum amount financed by unsecured debt); •Requires that we maintain a Consolidated Interest Coverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 3.00 to 1.00; •Allows SPX to seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments in respect of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount not to exceed (x) the greater of (i) $200.0 and (ii) the amount of Consolidated EBITDA (as defined in the Credit Agreement) for the four fiscal quarters ended most recently before the date of determination, plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination secured by liens to Consolidated EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 2.75:1.00, plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility; and •Establishes per annum fees charged and applies interest rate margins to all the credit facilities under the Credit Agreement, other than the Incremental Term Loan, as follows:
Consolidated Leverage Ratio |  | Revolving Commitment Fee |  | Financial Letter of Credit Fee |  | Foreign Credit Instrument (“FCI”) Commitment Fee |  | FCI Fee and Non-Financial Letter of Credit Fee |  | Term Secured Overnight Financing Rate (“SOFR”) Loans/Alternative Currency Loans |  | ABR Loans
Greater than or equal to 3.00 to 1.00 |  | 0.275 | % |  | 1.750 | % |  | 0.275 | % |  | 1.000 | % |  | 1.750 | % |  | 0.750 | %
Between 2.00 to 1.00 and 3.00 to 1.00 |  | 0.250 | % |  | 1.500 | % |  | 0.250 | % |  | 0.875 | % |  | 1.500 | % |  | 0.500 | %
Between 1.50 to 1.00 and 2.00 to 1.00 |  | 0.225 | % |  | 1.375 | % |  | 0.225 | % |  | 0.800 | % |  | 1.375 | % |  | 0.375 | %
Less than 1.50 to 1.00 |  | 0.200 | % |  | 1.250 | % |  | 0.200 | % |  | 0.750 | % |  | 1.250 | % |  | 0.250 | %
The commitment fee rate and interest rate margins for the Incremental Term Loan are as follows:
Consolidated Leverage Ratio |  | Commitment Fee |  | Term SOFR Loans |  | ABR Loans
Less than 2.00 to 1.0 |  | 0.225 | % |  | 1.500 | % |  | 0.500 | %
Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 |  | 0.250 | % |  | 1.625 | % |  | 0.625 | %
Greater than or equal to 3.00 to 1.0 |  | 0.275 | % |  | 1.875 | % |  | 0.875 | %
The interest rates applicable to loans under the Senior Credit Facilities are, at our option, equal to either (i) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.0%) or (ii) the Term SOFR rate for the applicable interest period plus 0.1%, plus, in each case, an applicable margin percentage, which varies based on the Consolidated Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination to Consolidated EBITDA for the four fiscal quarters ended most recently before such date). The interest rates applicable to loans in other currencies under the Senior Credit Facilities are, at the applicable borrower’s option, equal to either (a) an adjusted alternative currency daily rate or (b) an adjusted alternative currency term rate for the applicable interest period, plus, in each case, the applicable margin percentage. The borrowers may elect interest periods of one, three or six months (and, if consented to by all relevant lenders, any other period not greater than twelve months) for term rate borrowings, subject in each case to availability in the applicable currency. The weighted-average interest rate of outstanding borrowings under our Senior Credit Facilities was approximately 5.8% at December 31, 2024. The fees and bilateral foreign credit commitments are as specified above for foreign credit commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.25% per annum, respectively. SPX Enterprises, LLC, a direct wholly owned subsidiary of the Company, is the borrower under each of above facilities, and SPX may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility. All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The letters of credit under the revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our operations. The Credit Agreement requires mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of (including from any casualty to, or governmental taking of) property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by SPX. Mandatory prepayments will be applied first to repay amounts outstanding under any term loans and then to amounts outstanding under the revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in the business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds. We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of term rate borrowings other than on the last day of the relevant interest period. Indebtedness under the Credit Agreement is guaranteed by: •Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and •SPX with respect to the obligations of our foreign borrower subsidiaries under the revolving credit facility and the bilateral foreign credit instrument facility. Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) or our domestic subsidiary guarantors and 65% of the voting capital stock (and 100% of the non-voting capital stock) of material first-tier foreign subsidiaries (with certain exceptions). If SPX obtains a corporate credit rating from Moody’s and S&P and such corporate credit rating is less than “Ba2” (or not rated) by Moody’s and less than “BB” (or not rated) by S&P, then SPX and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets. If SPX’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults would exist, then all collateral security is to be released and the indebtedness under the Credit Agreement will be unsecured. The Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default. We are permitted under the Credit Agreement to repurchase capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after September 1, 2015 equal to the sum of (i) $100.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments. At December 31, 2024, we had $909.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $80.0 and $11.0 reserved for outstanding letters of credit. In addition, at December 31, 2024, we had $8.0 of available issuance capacity under our foreign credit instrument facilities after giving effect to $17.0 reserved for outstanding letters of credit. At December 31, 2024, we were in compliance with all covenants of our Credit Agreement. During the second quarter of 2023, we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan. In connection with an August 2022 amendment of the Credit Agreement, we recorded charges of $1.1 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of the unamortized deferred financing costs totaling $0.7 and transaction costs of $0.4. Additionally, $1.5 of fees paid in connection with the August 2022 amendment were capitalized, with $1.2 related to our revolving loans and $0.3 related to the initial term loan. Other Borrowings and Financing Activities Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 2024 and 2023, the participating businesses had $1.1 and $1.9, respectively, outstanding under this arrangement. During the third quarter of 2024, we renewed for a period of 12 months, and increased the capacity of, our trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $100.0. Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not exceed the $100.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business. In addition, we maintain an uncommitted line of credit facility in China which is available to fund operations in this region, when necessary, at the discretion of the lender. At December 31, 2024, the aggregate amount of borrowing capacity under this facility was $10.0, while there were no borrowings outstanding. Company-owned Life Insurance The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date. The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity. During 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies, after which minimal capacity to borrow against the policies remains. Such borrowings were primarily used to pay down amounts payable under the revolving credit facility. The amounts borrowed incur interest at a weighted-average rate of 5.3%. See Note 1 for additional details of the COLI policies.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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