XML 42 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
Debt and Letters of Credit
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt and Letters of Credit Debt and Letters of Credit
Debt consisted of the following:
 December 31,
(in thousands)20212020
Borrowings under credit facility$— $— 
Current:
Other borrowings$911 $4,890 
Long-Term:
Senior Notes
2023 Notes$193,012 $611,250 
Unamortized discount on 2023 Notes(49)(283)
Unamortized deferred financing costs(211)(1,203)
2024 Notes381,014 500,000 
Unamortized discount on 2024 Notes(1,214)(2,130)
Unamortized deferred financing costs(951)(1,670)
2028 Notes600,000 600,000 
Unamortized discount on 2028 Notes(854)(981)
Unamortized deferred financing costs(3,381)(3,885)
Total long-term$1,167,366 $1,701,098 
Credit Facility
As of December 31, 2021, letters of credit totaling $429 million were outstanding under our $1.65 billion credit facility, which matures in February 2023. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.65 to 1.00, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.25 billion, all as defined in the credit facility. The credit facility also contains provisions that will require us to provide collateral if we are downgraded to BB by S&P and Ba2 by Moody's, such collateral consisting broadly of liens on our U.S. assets. Borrowings under the facility, which may be denominated in USD, EUR, GBP or CAD, bear interest at a base rate, plus an applicable borrowing margin. As of December 31, 2021, we could have borrowed an additional $779 million under our credit facility.
In February 2022, we amended our credit facility to extend the maturity to February 2025, increase the size of the facility to $1.8 billion and decrease the debt-to-capitalization ratio to 0.60 to 1.00.
Uncommitted Lines of Credit
As of December 31, 2021, letters of credit totaling $896 million were outstanding under uncommitted lines of credit, although no amounts were drawn.
Senior Notes
In September 2021, we completed a tender offer in which we repurchased $375 million of 2023 Notes and $108 million of 2024 Notes, excluding accrued interest. Additionally, we redeemed $26 million of outstanding 2023 and 2024 Notes in open market transactions during the 2021 period. We used the proceeds from the issuance of CPS to redeem the 2023 and 2024 Notes. We recognized $20 million in losses related to these redemptions which is included in interest expense.
In August 2018, we issued $600 million of 4.250% Senior Notes due in September 2028 ("2028 Notes") and received proceeds of $595 million. Interest on the 2028 Notes is payable semi-annually in March and September. Prior to June 2028, we may redeem the 2028 Notes at a redemption price equal to 100% of the principal amount, plus a “make whole” premium described in the indenture. After June 2028, the 2028 Notes can be redeemed at par plus accrued interest.
In March 2016, we issued €500 million of 1.750% Senior Notes due in March 2023 ("2023 Notes") and received proceeds of €497 million. Interest on the 2023 Notes is payable annually in March. Prior to December 2022, we may redeem the 2023 Notes at a redemption price equal to 100% of the principal amount, plus a "make whole" premium described in the indenture. After December 2022, the 2023 Notes can be redeemed at par plus accrued interest. Additionally, we may redeem the 2023 Notes at par plus accrued interest if certain changes in U.S. tax laws occur.
In November 2014, we issued $500 million of 3.5% Senior Notes due in December 2024 ("2024 Notes") and received proceeds of $491 million. Interest on the 2024 Notes is payable semi-annually in June and December. Prior to September 2024, we may redeem the 2024 Notes at a redemption price equal to 100% of the principal amount, plus a "make whole" premium described in the indenture. After September 2024, the 2024 Notes can be redeemed at par plus accrued interest.
For all of the Senior Notes, a change of control (as defined by the terms of the respective indentures) could require the company to repay them at 101% of the principal amount, plus accrued interest. We may incur additional indebtedness if we are in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions.