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External Debt and Financing Arrangements
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
External Debt and Financing Arrangements

9.    External Debt and Financing Arrangements

Unsecured Senior Notes

At December 31, 2019, the Company had aggregate outstanding notes in the principal amount of $2.2 billion, with varying maturities (the “Notes”). The Notes are unsecured senior obligations of the Company. The following table provides a summary of the Company’s outstanding Notes, including the carrying value of the Notes, net of underwriting commissions, price discounts, and debt issuance costs as of December 31, 2019 and December 31, 2018:

 

(in millions)

 

 

 

 

 

 

 

 

Net Carrying Value

 

Coupon Rate

Principal Amount

 

 

Issuance Date

 

Maturity Date

 

December 31, 2019

 

 

December 31, 2018

 

3.000% Senior Notes

$

400.0

 

 

June 2015

 

June 2020

 

$

399.7

 

 

$

399.0

 

4.000% Senior Notes

 

500.0

 

 

June 2015

 

June 2025

 

 

495.8

 

 

 

495.0

 

4.000% Senior Notes (the “2018 Notes”)

 

600.0

 

 

September 2018

 

September 2023

 

 

596.1

 

 

 

595.0

 

3.250% Senior Notes (the “2019 Notes”)

 

700.0

 

 

September 2019

 

September 2029

 

 

692.7

 

 

 

 

Total Senior Notes

$

2,200.0

 

 

 

 

 

 

$

2,184.3

 

 

$

1,489.0

 

In September 2019, we issued $700 million of unsecured senior notes (“2019 Notes”) in a registered public offering. The 2019 Notes are due in 2029 with a coupon rate of 3.25%. The Company used the proceeds from the 2019 Notes offering to repay in full the Company’s $350 million term loan and to pay down outstanding balances under our revolving credit facility.  

In September 2018, we issued $600 million of unsecured senior notes (“2018 Notes”) in a registered public offering. The 2018 Notes are due in 2023 with a coupon rate of 4%. We used the proceeds from the 2018 Notes offering to pay down our revolving credit facility.

Notes payments during the next five years as of December 31, 2019 are $400 million in 2020, zero in 2021 through 2022 and $600 million in 2023 through 2024.

Credit Facilities

In September 2019, the Company entered into a second amended and restated $1.25 billion revolving credit facility (the “2019 Revolving Credit Agreement”), and borrowings thereunder will be used for general corporate purposes. The terms and conditions of the 2019 Revolving Credit Agreement, including the total commitment amount, essentially remained the same as under the previous credit agreement, except that the maturity date was extended to September 2024. Borrowings amounting to $165.0 million were rolled-over from the prior revolving credit facility into the 2019 Revolving Credit Agreement. Interest rates under the 2019 Revolving Credit Agreement are variable based on LIBOR at the time of the borrowing and the Company’s long-term credit rating and can range from LIBOR + 0.91% to LIBOR + 1.4%. The amendment also includes a covenant under which the Company is required to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.0 to 1.0.  Adjusted EBITDA is defined as consolidated net income before interest expense, income taxes, depreciation, amortization of intangible assets, losses from asset impairments, and certain other one-time adjustments. In addition, the amendment includes a covenant under which the Company’s ratio of consolidated debt minus certain cash and cash equivalents to consolidated EBITDA generally may not exceed 3.5 to 1.0. This amendment and restatement of the credit agreement was a non-cash transaction for the Company.  On December 31, 2019 and December 31, 2018, our outstanding borrowings under these credit facilities were zero and $320.0 million, respectively, which is included in Long-term debt in the consolidated balance sheets.  As of December 31, 2019, we were in compliance with all covenants under this facility. 

 

In September 2019, the Company used the proceeds from the 2019 Notes to repay the full outstanding balance on the Term Loan entered into in March 2018 and subsequently amended in August 2018 and March 2019 (the “Term Loan”). Following the March 2019 amendment, the Term Loan provided for borrowings of $350 million and was scheduled to mature in March 2020. At December 31, 2019 and December 31, 2018, amounts due under the Term Loan were zero and $525.0 million, respectively, which is included within Short-term debt in the consolidated balance sheets.

We currently have uncommitted bank lines of credit in China, which provide for unsecured borrowings for working capital of up to $17.5 million in aggregate as of December 31, 2019 and $23.5 million in aggregate as of December 31, 2018, of which zero was outstanding as of December 31, 2019 and 2018. The weighted-average interest rates on these borrowings were zero in both 2019 and 2018.

The components of long-term debt were as follows:

 

(In millions)

 

2019

 

 

 

2018

 

Notes

 

$

2,184.3

 

 

 

$

1,489.0

 

$1,250 million revolving credit agreement due September 2024

 

 

 

 

 

 

320.0

 

Term Loan (due March 2020)

 

 

 

 

 

 

525.0

 

Total debt

 

 

2,184.3

 

 

 

 

2,334.0

 

Less: current portion

 

 

399.7

 

 

 

 

525.0

 

Total long-term debt

 

$

1,784.6

 

 

 

$

1,809.0

 

 

In our debt agreements, there are normal and customary events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods, such as failure to pay principal or interest when due or a change in control of the Company. There were no events of default as of December 31, 2019.