XML 53 R20.htm IDEA: XBRL DOCUMENT v3.19.1
Long-term debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Long-term debt
Long-term debt

Long-term debt consists of the following at year-end: 
 
 
2018
 
2017
2027 Notes
 
$
265,000

 
$
265,000

2023 Notes
 
348,069

 
348,069

Capital lease obligations
 
6,503

 
4,539

Other long-term borrowings
 
16,676

 
22,900

Subtotal
 
636,248

 
640,508

Discount on 2023 Notes
 
(3,156
)
 
(3,804
)
Premium on 2023 Notes
 
1,187

 
1,438

Deferred financing costs
 
(4,019
)
 
(4,641
)
Total
 
630,260

 
633,501

Current portion of long-term debt
 
3,836

 
4,359

Long-term debt, excluding current portion
 
$
626,424

 
$
629,142


2027, 2023 and 2016 Notes:

The following table presents additional information related to the 2027, 2023 and 2016 Notes (the "Notes"):

 
 
 
 
 
 Principal as of December 31,
 
 
 
Annual interest rate
 
Currency
 
2018
 
2017
 
Maturity
2027 Notes
5.875
%
 
USD
 
$
265,000

 
$
265,000

 
April 4, 2027
2023 Notes
6.625
%
 
USD
 
348,069

 
348,069

 
September 27, 2023

 
 
Interest Expense (i)
 
DFC Amortization (i)
 
Amortization of Discount, net (i)
 
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
2027 Notes
 
$
15,569

 
$
11,547

 
$

 
$
299

 
$
224

 
$

 
$

 
$

 
$

2023 Notes
 
23,060

 
23,885

 
28,516

 
323

 
610

 
943

 
397

 
752

 
1,157

2016 Notes
 

 

 
6,668

 

 

 
391

 

 

 
(266
)

(i)
These charges are included within "Net interest expense" in the consolidated statements of income.

On July 13, 2011 and April 24, 2012, the Company issued Brazilian reais notes due in 2016 (the "2016 Notes") amounting to BRL 675,000. Periodic payments of principal were not required and interest was paid semi-annually beginning on January 13, 2012. The Company incurred $3,699 of financing costs related to these issuances, which were capitalized as deferred financing costs ("DFC") and were amortized over the life of the notes.

The following table presents information related to the purchase and repayments of the principal of the 2016 Notes:
 
 
Amount
Date
Redemption price
BRL
$
November 25, 2015
93.75%
40,000

 
9,995

 
November 30, 2015
93.75%
7,039

 
1,715

 
January 29, 2016
97.75%
1,180

 
288

 
April 21, 2016
100.00%
421,765

 
118,797

 
May 5, 2016
97.00%
4,025

 
1,106

 
July 13, 2016
100.00%
200,991

 
60,965

 
Total
 
675,000

 
192,866

 


On September 27, 2013, the Company issued senior notes for an aggregate principal amount of $473.8 million, which are due in 2023 (the "2023 Notes"). Periodic payments of principal are not required and interest is paid semi-annually commencing on March 27, 2014. The Company incurred $3,313 of financing costs related to the cash issuance of 2023 Notes, which were capitalized as DFC and are being amortized over the life of the notes.

On June 1, 2016, the Company launched a cash tender offer to purchase $80,000 of its outstanding 2023 Notes, at a redemption price equal to 98%, which expired on June 28, 2016. The holders who tendered their 2023 Notes prior to June 14, received a redemption price equal to 101%. As a consequence of this transaction, the Company redeemed 16.90% of the outstanding principal. The total payment was $80,800 (including $800 of early tender payment) plus accrued and unpaid interest.
2027, 2023 and 2016 Notes (continued):

The results related to the cash tender offer and the accelerated amortization of the related DFC were recognized as interest expense within the consolidated statement of income.

Furthermore, on March 16, 2017, the Company launched another cash tender offer to purchase $80,000 of its outstanding 2023 Notes, at a redemption price equal to 104%, which expired on April 12, 2017. The holders who tendered their 2023 Notes prior to March 29, 2017, received a redemption price equal to 107%. As a consequence of this transaction, the Company redeemed 11.6% of the outstanding principal. The total payment was $48,885 (including $3,187 of early tender payment) plus accrued and unpaid interest. The results related to the cash tender offer and the accelerated amortization of the related DFC were recognized as interest expense within the consolidated statement of income.

In April 2017, the Company issued senior notes for an aggregate principal amount of $265 million, which are due in 2027 (the “2027 Notes”). Periodic payments of principal are not required and interest is paid semi-annually commencing on October 4, 2017. The proceeds from the issuance of the 2027 Notes were used to repay the Secured Loan Agreement, unwind the related derivative instruments (described in Note 13), pay the principal and premium on the 2023 Notes (in connection with the aforementioned tender offer) and for general purposes. The Company incurred $3,001 of financing costs related to the issuance of 2027 Notes, which were capitalized as DFC and are being amortized over the life of the notes.

The Notes are redeemable, in whole or in part, at the option of the Company at any time at the applicable redemption price set forth in the indenture governing them. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. The Notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of the Company’s and guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of the Company’s and guarantors’ existing and future secured indebtedness to the extent of the value of the Company’s assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of the Company’s subsidiaries that are not guarantors.

The indenture governing the Notes limits the Company’s and its subsidiaries’ ability to, among other things, (i) create certain liens; (ii) enter into sale and lease-back transactions; and (iii) consolidate, merge or transfer assets. In addition, the indenture governing the 2027 Notes, limits the Company’s and its subsidiaries’ ability to: incur in additional indebtedness and make certain restricted payments, including dividends. These covenants are subject to important qualifications and exceptions. The indenture governing the Notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then-outstanding Notes to be due and payable immediately.

The 2023 Notes are listed on the Luxembourg Stock Exchange and trade on the Euro MTF Market.

Secured Loan Agreement

On March 29, 2016, the Company’s Brazilian subsidiary signed a $167,262 Secured Loan Agreement (the "Loan") with five off-shore lenders namely: Citibank N.A., Itaú BBA International plc, Santander (Brasil) S.A., Cayman Islands Branch, Bank of America N.A. and JP Morgan Chase Bank, N.A. Each loan under the agreement bore interest at the following annual interest rates:
Lender
 
Annual Interest Rate
Citibank N.A.
 
3M LIBOR + 2.439%
Itaú BBA International plc
 
5.26%
Banco Santander (Brasil) S.A., Cayman Islands Branch
 
4.7863%
Bank of America N.A.
 
3M LIBOR + 4.00%
JP Morgan Chase Bank, N.A.
 
3M LIBOR + 3.92%


Secured Loan Agreement (continued)

In order to fully convert each loan of the agreement into BRL, the Brazilian subsidiary entered into five cross-currency interest rate swap agreements with the local subsidiaries of the same lenders. Consequently, the loans were fully converted into BRL amounting to BRL 613,850. Refer to Note 13 for more details.

Considering the cross-currency interest rate swap agreements, the final interest rate of the Loan was the Interbank Market reference interest rate (known in Brazil as “CDI”) plus 4.50% per year. Interest payments were made quarterly, beginning June 2016 and principal payments were made semi-annually, beginning September 2017.

The Loan would have matured on March 30, 2020 and periodic payments of principal were required. Prepayments were allowed without penalty. On April 11, 2017, the Company repaid the Loan with a total payment of $169.7 million including the outstanding principal, plus accrued and unpaid interest and certain transaction costs.

The Company incurred $3,243 of financing costs related to the issuance of the Loan, which were capitalized as DFC and were amortized over the life of the Loan. As a consequence of the repayment, the remaining DFC were recognized as interest expense in the consolidated statement of income.

The following table presents information related to the Secured Loan Agreement:
 Interest Expense (i) (ii)
 
DFC Amortization (ii)
 
 Other Costs (ii) (iii)
2018
 
2017
 
2016
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
$

 
$
2,570

 
$
6,519

 
$

 
$
3,251

 
$
814

 
$

 
$
2,249

 
$


(i)
These charges do not include the effect of the cross-currency interest rate swap agreements mentioned in Note 13, amounting to a loss of $6,921 and $18,177, during fiscal years 2017 and 2016, respectively. Including these effects the total interest cost amounts to $9,491 and $24,696, respectively.
(ii)
These charges are included within "Net interest expense" in the consolidated statement of income.
(iii)
Transaction costs related to the repayment of the Loan.

Other required disclosure

At December 31, 2018, future payments related to the Company’s long-term debt are as follows:
 
 
Principal
 
Interest
 
Total
2019
 
$
3,836

 
$
40,537

 
$
44,373

2020
 
3,355

 
40,243

 
43,598

2021
 
3,298

 
39,941

 
43,239

2022
 
3,493

 
39,598

 
43,091

2023
 
351,074

 
39,314

 
390,388

Thereafter
 
271,192

 
57,175

 
328,367

Total payments
 
636,248

 
256,808

 
893,056

Interest
 

 
(256,808
)
 
(256,808
)
Discount on 2023 Notes
 
(3,156
)
 

 
(3,156
)
Premium on 2023 Notes
 
1,187

 

 
1,187

Deferred financing cost
 
(4,019
)
 

 
(4,019
)
Long-term debt
 
$
630,260

 
$

 
$
630,260