XML 31 R17.htm IDEA: XBRL DOCUMENT v3.7.0.1
Debt
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Debt
Debt
Debt maturing within one year:
(in Millions)
June 30, 2017
 
December 31, 2016
Short-term foreign debt (1)
$
91.3

 
$
85.5

Commercial paper

 
6.3

Total short-term debt
$
91.3

 
$
91.8

Current portion of long-term debt
101.2

 
2.4

Short-term debt and current portion of long-term debt
$
192.5

 
$
94.2


____________________
(1)
At June 30, 2017, the average interest rate on the borrowings was 8.3%. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. Since these guarantees are provided to consolidated subsidiaries the consolidated financial position is not affected by the issuance of these guarantees.

Long-term debt:
(in Millions)
June 30, 2017
 
 
 
 
Interest Rate Percentage
 
Maturity
Date
 
June 30, 2017
 
December 31, 2016
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
1.1 - 6.5%
 
2021 - 2032
 
$
51.6

 
$
51.6

Senior notes (less unamortized discount of $1.2 and $1.4, respectively)
3.95 - 5.2%
 
2019 - 2024
 
998.8

 
998.6

2014 Term Loan Facility
2.5%
 
2020
 
550.0

 
750.0

2017 Term Loan Facility
2.5%
 
2022
 

 

Credit Facility (1)
3.7%
 
2022
 

 

Foreign debt
0 - 10.8%
 
2018 - 2024
 
107.8

 
10.7

Debt issuance cost
 
 
 
 
(14.7
)
 
(9.7
)
Total long-term debt
 
 
 
 
$
1,693.5

 
$
1,801.2

Less: debt maturing within one year
 
 
 
 
101.2

 
2.4

Total long-term debt, less current portion
 
 
 
 
$
1,592.3

 
$
1,798.8

____________________
(1)
Letters of credit outstanding under our Credit Facility totaled $135.7 million and available funds under this facility were $1,364.3 million at June 30, 2017.

New Term Loan Facility
On May 2, 2017, we entered into a term loan agreement (the “Term Loan Agreement”), that provides for a senior unsecured term loan facility of up to $1.5 billion (the “New Term Loan Facility” or "2017 Term Loan Facility") to fund the Transaction Agreement with DuPont. The New Term Loan Facility is a senior unsecured obligation that ranks equally with our other senior unsecured obligations. The proceeds of the loans to be made pursuant to the New Term Loan Facility will be available in one or more drawings on the closing date of the New Term Loan Facility, which will be substantially concurrent with the closing of the expected transaction with DuPont. The scheduled maturity of the New Term Loan Facility is on the fifth anniversary of this closing date. The proceeds will be used to finance the expected transaction with DuPont as well as to pay fees, expenses and taxes incurred in connection with the expected transaction and the other expected transactions contemplated by or related to the expected transaction with DuPont or the New Term Loan Facility.
Loans under the Term Loan Agreement will bear interest at a floating rate, which will be a base rate or a Eurocurrency rate equal to the London interbank offered rate for the relevant interest period, plus in each case an applicable margin, as determined in accordance with the provisions of the Term Loan Agreement. The base rate will be the highest of: the rate of interest announced publicly by Citibank, N.A. in New York, New York from time to time as its “base rate”; the federal funds effective rate plus 1/2 of 1 percent; and the Eurocurrency rate for a one-month period plus 1 percent.
We are required to pay a commitment fee on the average daily unused amount from May 2, 2017 until the date on which all commitments are terminated, payable quarterly, at a rate per annum equal to an applicable percentage in effect from time to time for commitment fees. The initial commitment fee is 0.15 percent per annum. The applicable margin and the commitment fee are subject to adjustment as provided in the Term Loan Agreement.
The Term Loan Agreement contains customary financial and other covenants, including a maximum leverage ratio and minimum interest coverage ratio. Fees incurred to secure the New Term Loan Facility have been deferred and will be amortized over the term of the arrangement.
On May 2, 2017, we amended our existing 2014 Term Loan Facility. Among other things, the amendment temporarily increased the maximum leverage ratio financial covenant in order to permit the debt incurred under the contemplated New Term Loan Facility discussed above along with certain other changes to permit the expected transaction.

Revolving Credit Facility
On May 2, 2017 we entered into an amended and restated credit agreement (the "Revolving Credit Agreement"). The unsecured Revolving Credit Agreement provides for a $1.5 billion revolving credit facility, with an option, subject to certain conditions and limitations, to increase the aggregate amount of the revolving credit commitments to $2.25 billion (the "Revolving Credit Facility"). The current termination date of the Revolving Credit Facility is May 2, 2022.
Revolving loans under the Revolving Credit Facility will bear interest at a floating rate, which will be a base rate or a Eurocurrency rate equal to the London interbank offered rate for the relevant interest period, plus, in each case, an applicable margin, as determined in accordance with the provisions of the Revolving Credit Agreement. The base rate will be the highest of: the rate of interest announced publicly by Citibank, N.A. in New York, New York from time to time as its “base rate”; the federal funds effective rate plus 1/2 of 1 percent; and the Eurocurrency rate for a one-month period plus 1 percent. We are also required to pay a facility fee on the average daily amount (whether used or unused) at a rate per annum equal to an applicable percentage in effect from time to time for the facility fee, as determined in accordance with the provisions of the Revolving Credit Agreement. The initial facility fee is 0.15 percent per annum. The applicable margin and the facility fee are subject to adjustment as provided in the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary financial and other covenants, including a maximum leverage ratio and minimum interest coverage ratio. The financial covenant levels have been amended in order to permit the debt incurred under the contemplated New Term Loan Facility discussed above along with certain other changes to permit the expected transaction.
Fees incurred to secure the Revolving Credit Facility have been deferred and will be amortized over the term of the arrangement.
Covenants
Among other restrictions, our Credit Facility and Term Loan Facility contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). Our actual leverage for the four consecutive quarters ended June 30, 2017, was 2.8 which is below the maximum leverage of 3.75 at June 30, 2017. Our actual interest coverage for the four consecutive quarters ended June 30, 2017, was 8.0 which is above the minimum interest coverage of 3.5. We were in compliance with all covenants at June 30, 2017.