Loans and borrowings

12 Months Ended

Dec. 31, 2021

The repayment profile of the syndicated and other loans held by the Company is as follows:


	December 31, 2021	December 31, 2020
	€m	€m
Current liabilities
Syndicated loans	8.5	7.8
Lease liabilities	22.6	16.7
Less deferred borrowing costs to be amortized within 1 year	(2.0)	(2.0)
Total due in less than one year	29.1	22.5
Non-current liabilities
Syndicated loans	1,347.4	1,287.5

2024 fixed rate senior secured notes	—	400.0
2028 fixed rate senior secured notes	800.0	—
Lease liabilities	58.3	53.7
Less deferred borrowing costs to be amortized in 2-5 years	(5.7)	(4.9)
Less deferred borrowing costs to be amortized in more than 5 years	(1.7)	—
Total due after more than one year	2,198.3	1,736.3
Total borrowings	2,227.4	1,758.8

Syndicated loans includes the Senior U.S. Dollar debt of $916.4 million (€808.6 million) (the “Senior USD Loan”) and the Senior EUR debt of €553.2 million (the "Senior EUR Loan"), repayable in May 2024 and May 2028 respectively. The Senior USD Loan includes an annual amortization repayment, equivalent to 1.0% of the original issuance value or $9.6 million (€8.5 million) in May each year until maturity. The Senior EUR Loan is repayable only upon maturity. As required under the Senior Facilities Agreement, the Company is also required to undertake an annual excess cash flow calculation whereby additional principal could be repaid.

On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028. In addition, on July 9, 2021 the Company announced that Nomad Foods Bondco Plc completed a further private offering of €50.0 million aggregate principal amount of additional 2.5% senior secured notes due 2028, representing a tack-on to the €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021, and issued at a price of €100.75 (together the “Notes”).

Interest on the Notes accrue from June 24, 2021 (being the original date of issuance) and are payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. The Notes are guaranteed on a senior basis by the Company and certain subsidiaries thereof. This transaction was accounted for as an extinguishment of the existing Notes and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. Eligible transaction costs on the new Notes of €4.0 million were capitalized and will be amortized over the life of the debt.

On June 24, 2021, the Company amended and restated the Senior Facilities Agreement to refinance its existing €553.2 million senior secured term loan facility originally due in May 2024, through a new 7-year term facility due June 2028 (the "Senior EUR Loan"), paying interest at a rate equal to EURIBOR with a zero floor plus a margin of 2.5%. This transaction was accounted for as an extinguishment of the existing debt and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. On the new Senior EUR Loan, eligible transaction costs of €3.8 million were capitalized and will be amortized over the life of the debt.

Under the refinancing, the existing revolving credit facility of €80.0 million due 2023, was also replaced with a new €175.0 million facility (the "Revolving Credit Facility") available until June 2026 with an applicable margin of 2.25% per annum that may be adjusted subject to a leverage ratchet. The Revolving Credit Facility may be utilized to support working capital requirements, including letters of credit and bank guarantees. The structure of the Revolving Credit Facility now also includes a pricing structure linked to environmental impact metrics during the life of the facility, and by doing so demonstrates further commitment to the Company’s sustainability strategy by incorporating ESG target KPIs covering areas of sourcing, packaging and carbon emissions.

Charges of €17.9 million have been recognized as a consequence of the refinancing activities in 2021. Of this, €10.1 million relates to the extinguishment of the previous debts, including the write-off of deferred transaction costs.

As at December 31, 2021 €2.8 million (December 31, 2020: €16.1 million) has been utilized for issuance of letters of credit and bank guarantees.

Guarantees and secured assets

The Senior Facility Agreement that governs the Company’s Senior debt, establishes security over the assets of the “Guarantor Group”. The Guarantor Group consists of those companies that individually have more than 5% of consolidated total assets or EBITDA (subject to the terms of the Senior Facilities Agreement) of the Company and in total comprise more than 80% of consolidated total assets or EBITDA at any testing date.

The Senior Facilities Agreement includes an excess cash flow calculation whereupon an amount of principal shall be repaid based upon terms including cash generated during the year and leverage. In 2021 the amount repaid was nil relating to the calculation performed at the end of 2020. Based on the calculation performed for December 31, 2021, there will be no excess cash flow repayment in 2022.

In connection with its pension scheme, Findus Sverige AB, a 100% owned subsidiary, is required to obtain credit insurance with PRI Pensionsgaranti (“PRI”), a credit insurance company that provides insurance annually against the risk of a sponsoring company’s insolvency. In connection with such credit insurance, as at December 31, 2021 Findus Sverige AB has granted floating charges over certain assets in favor of PRI in an amount of SEK 300 million (€29.3 million) (December 31, 2020: €29.8 million) and Nomad Foods Limited has issued a parent guarantee to PRI which will not exceed SEK 640 million (€62.4 million) (December 31, 2020: SEK 450 million (€44.7 million))