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Financing and Other Debt | 6 Months Ended
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Jun. 30, 2019
Debt Disclosure [Abstract] |
Financing and Other Debt |
9. | Financing and Other Debt
The following table summarizes the Company’s total outstanding debt by type:
(In thousands) | June 30, 2019 |  | December 31, 2018
Tranche A term loan | 948,673 |  |  | 423,637 |
Tranche B term loan | 1,464,388 |  |  | 1,321,447 |
Term loans under 2016 Credit Agreement(a) | 2,413,061 |  |  | 1,745,084 |
Notes outstanding(a) | 400,000 |  |  | 400,000 |
Securitized debt | 105,115 |  |  | 106,872 |
Participation debt | 57,499 |  |  | 114,849 |
WEX Latin America debt | 4,554 |  |  | 16,242 |
Total gross debt | $ | 2,980,229 |  |  | $ | 2,383,047 |
(a) See Note 11, Fair Value, for more information regarding the Company’s 2016 Credit Agreement and Notes. The following table summarizes the Company’s total outstanding debt by balance sheet classification:
(In thousands) | June 30, 2019 |  | December 31, 2018
Current portion of gross debt | $ | 181,779 |  |  | $ | 223,241 |
Less: Unamortized debt issuance costs | (8,152 | ) |  | (6,724 | )
Short-term debt, net | $ | 173,627 |  |  | $ | 216,517 |
Long-term gross debt | $ | 2,798,450 |  |  | $ | 2,159,806 |
Less: Unamortized debt issuance costs | (33,650 | ) |  | (25,883 | )
Long-term debt, net | $ | 2,764,800 |  |  | $ | 2,133,923 |
Supplemental information under 2016 Credit Agreement: |  |  |
Letters of credit(b) | $ | 50,474 |  |  | $ | 53,514 |
Borrowing capacity on revolving credit facility(c) | $ | 719,526 |  |  | $ | 666,486 |
(b) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. (c) Contingent on maintaining compliance with the financial covenants as defined in the Company’s 2016 Credit Agreement. 2016 Credit Agreement As of December 31, 2018, the 2016 Credit Agreement, as amended, provided for a secured tranche A term loan in an original principal amount of $480.0 million, a secured tranche B term loan in an original principal amount of $1,335.0 million and a $720.0 million secured revolving credit facility, with a $250.0 million sublimit for letters of credit and $20.0 million sublimit for swingline loans. Under the 2016 Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to exceptions including the assets of WEX Bank and certain foreign subsidiaries. On January 18, 2019, the Company entered into a Fifth Amendment to the 2016 Credit Agreement, which provided additional tranche A term loans in the principal amount of $300 million. In addition, subject to certain conditions, the Fifth Amendment provided delayed draw commitments for an incremental $275.0 million tranche A term loan and an incremental $25.0 million of revolving credit commitments (subject to conversion of the delayed draw incremental tranche A term loan commitments and incremental revolving credit commitments to commitments of the other type). On March 5, 2019, the Company drew down this commitment in order to fund the acquisition of Discovery Benefits, consisting of $250.0 million of tranche A term loans and an incremental $50.0 million of revolving credit commitments. On May 17, 2019, the Company entered into a Sixth Amendment to the 2016 Credit Agreement, which provided additional tranche B term loans in the principal amount of $150.0 million and extended the maturity date of tranche B term loans by three years to May 2026. Amounts due under the revolving credit facility and tranche A term loans of the 2016 Credit Agreement mature in July 2023. Prior to maturity, amounts borrowed under the tranche A and tranche B term loan facilities will be reduced by mandatory quarterly payments of $12.5 million and $3.7 million, respectively. The revolving loans and tranche A loans outstanding under the 2016 Credit Agreement bear interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. The tranche B loans bear interest at a variable rate plus a margin equal to 2.25 percent for base rate loans and 1.25 percent for eurocurrency rate loans. As of June 30, 2019 and December 31, 2018, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 4.6 percent and 4.7 percent, respectively. The Company maintains interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 7, Derivative Instruments, for further discussion. The Company accounted for the January 2019 Credit Agreement amendment as a debt modification. The Company accounted for the May 2019 Credit Agreement amendment as both a debt modification and extinguishment, and consequently recorded a loss on extinguishment of debt of $1.3 million related to the write-off of unamortized debt issuance costs during the three months ended June 30, 2019. The Company incurred and expensed $5.3 million and $4.2 million of third party costs, associated with the January and May 2019 debt amendments, respectively, which are classified within general and administrative expenses in our unaudited condensed consolidated statements of income. In addition, the Company incurred and capitalized $3.4 million and $11.0 million of lender costs associated with the January and May 2019 debt amendments, respectively. These debt issuance costs are being amortized into interest expense over the 2016 Credit Agreement’s term using the effective interest method. Debt Covenants As more fully described in the Company’s Annual Report on Form 10–K for the year ended December 31, 2018, the 2016 Credit Agreement and the Indenture contain covenants that limit the ability of the Company and its subsidiaries, including its restricted subsidiaries and, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. As of June 30, 2019, the Company was in compliance with all material covenants of its 2016 Credit Agreement and the Indenture. Notes Outstanding As of both June 30, 2019 and December 31, 2018, the Company had $400.0 million of 4.75 percent fixed-rate senior notes outstanding, which will mature on February 1, 2023. Interest is payable semiannually in arrears on February 1 and August 1 of each year. Australian Securitization Facility The Company maintains a securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd., which has been extended through April 2020. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company’s Australian Securitization Subsidiary. The Australian Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper (“securitized debt”) for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate was 2.87 percent and 2.89 percent as of June 30, 2019 and December 31, 2018, respectively. The Company had $79.9 million and $87.0 million of securitized debt under this facility as of June 30, 2019 and December 31, 2018, respectively. European Securitization Facility On April 7, 2016, the Company entered into a five year securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement is determined by management on a monthly basis. The interest rate was 1.06 percent and 0.98 percent as of June 30, 2019 and December 31, 2018, respectively. The Company had $25.2 million and $18.0 million of securitized debt under this facility as of June 30, 2019 and December 31, 2018, respectively. Participation Debt From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings carry a variable interest rate of 1 month to 3 month LIBOR plus a margin of 225 basis points. The following table provides the amounts outstanding under the participation debt agreements in place:
|  | June 30, 2019 |  | December 31, 2018
(In thousands) |  | Amounts Available |  | Amounts Outstanding |  | Remaining Funding Capacity |  | Amounts Available |  | Amounts Outstanding |  | Remaining Funding Capacity
Short-term debt, net(a) |  | $ | 130,000 |  |  | $ | 7,499 |  |  | $ | 122,501 |  |  | $ | 130,000 |  |  | $ | 64,849 |  |  | $ | 65,151 |
Long-term debt, net(b) |  | 50,000 |  |  | 50,000 |  |  | — |  |  | 50,000 |  |  | 50,000 |  |  | — |
|  | $ | 180,000 |  |  | $ | 57,499 |  |  | $ | 122,501 |  |  | $ | 180,000 |  |  | $ | 114,849 |  |  | $ | 65,151 |
Average interest rate |  |  |  | 4.67 | % |  |  |  |  |  | 4.30 | % |  |
(a) Amounts outstanding under an agreement terminating on December 27, 2019. (b) Amounts outstanding under an agreement terminating on August 31, 2020. Borrowed Federal Funds WEX Bank borrows from uncommitted federal funds lines to supplement the financing of the Company’s accounts receivable. Our federal funds lines of credit were $334.0 million and $309.0 million as of June 30, 2019 and December 31, 2018, respectively. There were no outstanding borrowings as of June 30, 2019 and December 31, 2018. WEX Latin America Debt WEX Latin America had debt of approximately $4.6 million and $16.2 million as of June 30, 2019 and December 31, 2018, respectively. This is comprised of credit facilities and loan arrangements related to our accounts receivable. These borrowings are recorded in short-term debt. As of June 30, 2019 and December 31, 2018, the interest rate was 24.35 percent and 23.59 percent, respectively.

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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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