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Seasonal Financing and Debt (Tables)
 12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt Policy
Seasonal Financing
On December 20, 2017, Mattel entered into a syndicated facility agreement (the “Credit Agreement”), as a borrower thereunder (in such capacity, the “Borrower”), along with certain of Mattel’s domestic subsidiaries, as additional borrowers thereunder (together with the Borrower, the “U.S. Borrowers”), Mattel Canada Inc. as a borrower thereunder (the “Canadian Borrower”), certain additional domestic and foreign subsidiaries of Mattel, as guarantors thereunder, Bank of America, N.A., as global administrative agent, collateral agent, Australian security trustee, and lender, and the other lenders and financial institutions party thereto, providing for $1.60 billion in aggregate principal amount of senior secured revolving credit facilities (the “new senior secured revolving credit facilities”), consisting of an asset based lending facility with aggregate commitments of approximately $1.31 billion, subject to borrowing base capacity, and a revolving credit facility with $294.0 million in aggregate commitments secured by certain fixed assets and intellectual property of the U.S. Borrowers and certain equity interests in various subsidiaries of Mattel, subject to borrowing base capacity (the “Fixed Asset & IP Facility”). The new senior secured revolving credit facilities will mature on December 20, 2020.
A portion of the new senior secured revolving credit facilities (the “U.S. Subfacility”) is currently available to the U.S. Borrowers. A portion of the new senior secured revolving credit facilities (the “Canadian Subfacility”) is also currently available to the “Canadian Borrower”. Upon the satisfaction of various deliverables and other conditions, other international subsidiaries of Mattel will join the Credit Agreement as borrowers and portions of the new senior secured revolving credit facilities will also become available to such borrowers, including (i) a portion (the “French Subfacility”) to Mattel France (the “French Borrower”), (ii) a portion (the “Spanish Subfacility”) to Mattel España, S.A. (the “Spanish Borrower”), (iii) a portion (the “European (GNU) Subfacility”) to Mattel Europa B.V., Mattel U.K. Limited, HIT Entertainment Limited, Gullane (Thomas) Limited, and Mattel GMBH (collectively, the “European (GNU) Borrowers”) and (iv) a portion (the “Australian Subfacility”) to Mattel Pty Ltd. (the “Australian Borrower”).
Borrowings under the new senior secured revolving credit facilities will (i) be limited by jurisdiction-specific borrowing base calculations based on the sum of specified percentages of eligible accounts receivable, eligible inventory and certain fixed assets and intellectual property, as applicable, minus the amount of any applicable reserves, and (ii) bear interest at a floating rate, which can be either, at the Borrower’s option, (a) an adjusted LIBOR rate plus an applicable margin ranging from 1.25% to 3.00% per annum or (b) an alternate base rate plus an applicable margin ranging from 0.25% to 2.00% per annum, in each case, such applicable margins to be determined based on the Borrower’s average borrowing availability remaining under the new senior secured revolving credit facilities.
In addition to paying interest on the outstanding principal under the new senior secured revolving credit facilities, the Borrower will be required to pay (i) an unused line fee per annum of the average daily unused portion of the new senior secured revolving credit facilities; (ii) a letter of credit fronting fee based on a percentage of the aggregate face amount of outstanding letters of credit; and (iii) certain other customary fees and expenses of the lenders and agents.
The U.S. Borrowers, as well as certain U.S. subsidiaries of the Borrower (the “U.S. Guarantors”), are initially guaranteeing the obligations of all Borrowers under the new senior secured revolving credit facilities. Additionally, the obligations of the Canadian Borrower, the French Borrower, the Spanish Borrower, the European (GNU) Borrowers and the Australian Borrower (collectively, the “Foreign Borrowers”), will respectively each be guaranteed by the obligations of the other Foreign Borrowers, as well as certain additional foreign subsidiaries (“Foreign Guarantors”).
The U.S. Subfacility is secured by liens on substantially all of the U.S. Borrowers’ and the U.S. Guarantors’ accounts receivable and inventory (the “U.S. Current Assets Collateral”). The Canadian Subfacility is, and the French Subfacility, the Spanish Subfacility, the European (GNU) Subfacility and the Australian Subfacility will be, each secured by a first priority lien on (i) the accounts receivable and inventory of the applicable Foreign Borrower(s) and Foreign Guarantors under such facility, and (ii) the U.S. Current Assets Collateral. The Fixed Asset & IP Facility is secured by a first priority lien on certain owned real property in the U.S., certain U.S. trademarks and patents and 100% of the equity interests in the U.S. Borrowers (aside from Mattel) and U.S. Guarantors, as well as 65% of the voting equity interests and 100% of the non-voting equity interests in Mattel Holdings Limited. Upon the additional Foreign Borrowers and Foreign Guarantors joining the Credit Agreement, the Fixed Asset & IP Facility will also be secured by 65% of the voting equity interests of such additional Foreign Borrowers and Foreign Guarantors that are directly owned by a U.S. Borrower or U.S. Guarantor. The book value of the accounts receivable and inventory of the U.S. Borrowers, U.S. Guarantors, Canadian Borrower and the current Foreign Guarantor of the Canadian Subfacility, together with the non-current assets currently pledged as collateral under the new senior secured revolving credit facilities was approximately $900 million as of December 31, 2017.
The Credit Agreement contains customary covenants, including, but not limited to, restrictions on the Borrower’s and its subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets outside of the ordinary course, optionally prepay or modify terms of any junior indebtedness, enter into transactions with affiliates or change their line of business.
The Credit Agreement requires the maintenance of a fixed charge coverage ratio of 1.00 to 1.00 at the end of each fiscal quarter when excess availability under the new senior secured revolving credit facilities is less than the greater of (x) $100 million and (y) 10% of the aggregate amount available thereunder (the “Availability Threshold”) and on the last day of each subsequent fiscal quarter ending thereafter until no event of default exists and excess availability is greater than the Availability Threshold for at least 30 consecutive days.
Since Mattel had no borrowings to-date under the new senior secured revolving credit facilities, the fixed charge coverage ratio covenant was not in effect as of December 31, 2017. As of December 31, 2017, Mattel was in compliance with all covenants contained in the Credit Agreement. The Credit Agreement is a material agreement, and failure to comply with the covenants may result in an event of default under the terms of the new senior secured revolving credit facilities. If Mattel were to default under the terms of the new senior secured revolving credit facilities, its ability to meet its seasonal financing requirements could be adversely affected.
Furthermore, in connection with the entry into the new senior secured revolving credit facilities, Mattel terminated the commitments and satisfied all outstanding obligations under its previous Credit Agreement, amended on June 8, 2015 (the "previous Credit Agreement"). The previous Credit Agreement, governing an unsecured committed revolving credit facility (the "previous Credit Facility") was used as a back-up to Mattel’s commercial paper program. The aggregate commitments under the previous Credit Facility was $1.60 billion. Applicable interest rate margins were within a range of 0.00% to 0.75% above the applicable base rate for base rate loans and 0.88% to 1.75% above the applicable LIBOR for Eurodollar rate loans, and the commitment fees ranged from 0.08% to 0.25% of the unused commitments under the Credit Facility, in each case depending on Mattel’s senior unsecured long-term debt rating.
To finance seasonal working capital requirements of certain foreign subsidiaries, Mattel avails itself of individual short-term credit lines with a number of banks. As of December 31, 2017, foreign credit lines totaled approximately $110 million. Mattel expects to extend the majority of these credit lines throughout 2018.
Mattel believes its cash on hand, amounts available under the new senior secured revolving credit facilities, and its foreign credit lines will be adequate to meet its seasonal financing requirements in 2018.
Additionally, sales of foreign receivables occur periodically to finance seasonal working capital requirements. The outstanding amounts of accounts receivable that have been sold under international factoring arrangements were approximately $19 million and $18 million at December 31, 2017 and 2016, respectively. These amounts have been excluded from Mattel’s consolidated balance sheets.
Schedule of Long-Term Debt
Mattel’s long-term debt consists of the following:
 
December 31,
2017
 
December 31,
2016
 
(In thousands)
2010 Senior Notes due October 2020 and October 2040
$
500,000

 
$
500,000

2011 Senior Notes due November 2041
300,000

 
300,000

2013 Senior Notes due March 2018 and March 2023
500,000

 
500,000

2014 Senior Notes due May 2019
500,000

 
500,000

2016 Senior Notes due August 2021
350,000

 
350,000

2017 Senior Notes due December 2025
1,000,000

 
—

Debt issuance costs and debt discount
(26,881
)
 
(15,729
)
 
3,123,119

 
2,134,271

Less: current portion
(250,000
)
 
—

Total long-term debt
$
2,873,119

 
$
2,134,271
Schedule of Long-Term Debt Maturity
The aggregate principal amount of long-term debt maturing in the next five years and thereafter is as follows:
 
2010
Senior Notes
 
2011
Senior Notes
 
2013
Senior Notes
 
2014
Senior Notes
 
2016
Senior Notes
 
2017
Senior Notes
 
Total
 
(In thousands)
2018
$
—

 
$
—

 
$
250,000

 
$
—

 
$
—

 
$
—

 
$
250,000

2019
—

 
—

 
—

 
500,000

 
—

 
—

 
500,000

2020
250,000

 
—

 
—

 
—

 
—

 
—

 
250,000

2021
—

 
—

 
—

 
—

 
350,000

 
—

 
350,000

2022
—

 
—

 
—

 
—

 


 
—

 
—

Thereafter
250,000

 
300,000

 
250,000

 
—

 
—

 
1,000,000

 
1,800,000

 
$
500,000

 
$
300,000

 
$
500,000

 
$
500,000

 
$
350,000

 
$
1,000,000

 
$
3,150,000