Debt

Long-term debt consisted of the following:



	March 29, 2019			December 31, 2018
	(In thousands)
Term loans	$	1,705,403		$	485,959
Euro senior notes	388,491			395,420
TEU amortizing notes	70,171			—
2024 and 2026 notes	987,674			—
Revolving credit facilities and other	1,021,615			317,363
Total debt	4,173,354			1,198,742
Less: current portion	(136,208		)	(6,334		)
Long-term debt	$	4,037,146		$	1,192,408

New Term Loan Facilities and New Revolving Credit Facility

On December 17, 2018, the Company entered into a credit agreement (the “New Credit Facility”) by and among the Company, as the borrower, certain U.S. subsidiaries of the Company identified therein, as guarantors, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Loan Funding LLC, as syndication agent, and the co-documentation agents named therein. The New Credit Facility consists of a revolving credit facility which totals $1.3 billion in commitments (the “New Revolver”) and a Term A-1 loan in an aggregate amount of $1.2 billion (the “Five Year Term Loan”), each of which matures in five years, and a Term A-2 loan in an aggregate amount of $500 million, which matures in two years (the “Two Year Term Loan” and, together with the Five years Term Loan, the “New Term Loan Facilities”). The New Revolver contains a $50 million swing line loan sub-facility.

The initial credit extensions under the New Credit Facility were only made available to the Company on the date of consummation of the DJO Acquisition, which occurred on February 22, 2019. See Note 4, “Acquisition” for details.

The New Term Loan Facilities and the New Revolver bear interest, at the Company’s election, at either the base rate (as defined in the New Credit Facility) or the Eurocurrency rate (as defined in the New Credit Facility), in each case, plus the applicable interest rate margin. The New Term Loan Facilities and the New Revolver initially bear interest either at the Eurocurrency rate plus 1.75% or at the base rate plus 0.75%, and in future quarters will bear interest either at the Eurocurrency rate or the base rate plus the applicable interest rate margin based upon either, whichever results in the lower applicable interest rate margin (subject to certain exceptions), Colfax’s total leverage ratio and the Company’s corporate family credit rating as determined by Standard & Poor’s and Moody’s (ranging from 1.25% to 2.00%, in the case of the Eurocurrency margin, and 0.25% to 1.00%, in the case of the base rate margin). Each swing line loan denominated in dollars bears interest at the base rate plus the applicable interest rate margin and each swing line loan denominated in any other currency available under the New Credit Facility bears interest at the Eurocurrency rate plus the applicable interest rate margin.

Certain of the Company’s U.S. subsidiaries have agreed to guarantee Colfax’s obligations under the New Credit Facility.

The New Credit Facility contains customary covenants limiting the ability of Colfax and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the New Credit Facility contains financial covenants requiring Colfax to maintain (subject to certain exceptions) (i) a maximum total leverage ratio, calculated as Consolidated Total Debt (as defined in the New Credit Facility) divided by EBITDA (as defined in the New Credit Facility) of, initially, 6.00:1.00, with a step-down to 5.50:1.00 at the end of the second and third fiscal quarters following the consummation of the DJO Acquisition, 4.75:1.00 at the end of the fourth and fifth fiscal quarters, 4.25:1.00 at the end of the sixth fiscal quarter, 4.00:1.00 at the end of the seventh fiscal quarter, and 3.50:1.00 at the end of the eighth fiscal quarter, and (ii) a minimum interest coverage ratio of 3.00:1:00. The New Credit Facility also contains a “springing” collateral provision, which will require the obligations under the New Credit Facility to be secured by substantially all personal property of Colfax and its U.S. subsidiaries, subject to customary exceptions, within an agreed period of time if Colfax’s total leverage ratio under the New Credit Facility is greater than or equal to 3.75:1.00 for two consecutive fiscal quarters following the fourth fiscal quarter ending after consummation of the DJO Acquisition. The New Credit Facility contains various events of default (including failure to comply with the covenants under the New Credit Facility and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the New Term Loan Facilities and the New Revolver.

As of March 29, 2019, the Company is in compliance with the covenants under the New Credit Facility.

The proceeds of the loans under the New Credit Facility were used by the Company to repay in full its preexisting credit agreement (the “DB Credit Agreement”) by and among the Company, as the borrower, certain U.S. subsidiaries of the Company identified therein, as guarantors, each of the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent, swing line lender and global coordinator, as well as to pay a portion of the consideration paid by the Company in connection with the DJO Acquisition and other related fees.

In conjunction with the New Credit Facility, the Company recorded a charge to Interest expense, net in the Condensed Consolidated Statement of Operations for the three months ended March 29, 2019 of $0.8 million to write-off certain original issue discount and deferred financing fees associated with the DB Credit Agreement. In association with the New Credit Facility, the Company recorded an aggregate $12.8 million in deferred financing fees in its Condensed Consolidated Balance Sheet, which will be accreted to Interest expense, net primarily using the effective interest method, over the life of the New Credit Facility.

As of March 29, 2019, the weighted-average interest rate of borrowings under the New Credit Facility was 4.21%, excluding accretion of original issue discount and deferred financing fees, and there was $465.0 million available on the revolving credit facility.

Euro Senior Notes

On April 19, 2017, the Company issued senior unsecured notes with an aggregate principal amount of €350 million (the “Euro Senior Notes”). The Euro Senior Notes are due in April 2025 and have an interest rate of 3.25%. The proceeds from the Euro Senior Notes offering were used to repay borrowings under the DB Credit Agreement and bilateral credit facilities totaling €283.5 million, as well as for general corporate purposes, and are guaranteed by certain of the Company’s domestic subsidiaries (the "Guarantees"). In conjunction with the issuance, the Company recorded $6.0 million of deferred financing fees. The Euro Senior Notes and the Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction.

TEU Amortizing Notes

On January 11, 2019, the Company issued $460 million in tangible equity units. The Company offered 4 million of its 5.75% tangible equity units at the stated amount of $100 per unit. An option to purchase up to an additional 600,000 tangible equity units at the stated amount of $100 per unit was exercised in full at settlement. Total cash of $447.7 million was received upon closing, comprised of $377.8 million TEU prepaid stock purchase contracts and $69.9 million of TEU amortizing notes due January 2022. The proceeds were used to finance a portion of the purchase price for the DJO Acquisition and for general corporate purposes. For more information, refer to Note 8, “Equity.”

2024 Notes and 2026 Notes

On February 5, 2019, two tranches of senior notes with aggregate principal amounts of $600 million (the “2024 Notes”) and $400 million (the “2026 Notes”) were issued by CFX Escrow Corporation, an unaffiliated special purpose finance entity established to issue the notes and incorporated in the State of Delaware, to finance a portion of the DJO Acquisition. The 2024 Notes are due on February 15, 2024 and have an interest rate of 6.0%. The 2026 Notes are due on February 15, 2026 and have an interest rate of 6.375%. Upon closing of the DJO Acquisition, the Company assumed all of CFX Escrow Corporation’s obligations under the 2024 Notes and 2026 Notes. Each tranche of notes is guaranteed by certain of the Company’s domestic subsidiaries.

Other Indebtedness

In addition to the debt agreements discussed above, the Company is party to various bilateral credit facilities with a borrowing capacity of $271.2 million. As of March 29, 2019, outstanding borrowings under these facilities were $69.0 million, and had a weighted average borrowing rate of 3.75%.

Additionally, as discussed in Note 8, “Equity”, the Company repurchased noncontrolling interest shares during the three months ended March 29, 2019. Based on local requirements, the Company was required to enter into a debt arrangement to enact the repurchases. As of March 29, 2019, the outstanding balance of $91.2 million was included in Current portion of long-term debt on the Company’s Condensed Consolidated Balance Sheets and is expected to be repaid during the three months ending June 28, 2019.

The Company is also party to letter of credit facilities with total capacity of $757.2 million. Total letters of credit of $355.9 million were outstanding as of March 29, 2019.

In total, the Company has deferred financing fees of $30.9 million included in its Condensed Consolidated Balance Sheet, which will be accreted to Interest expense, net, primarily using the effective interest method, over the life of the applicable debt agreements as of March 29, 2019.