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Debt and Other Obligations | 9 Months Ended
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Sep. 30, 2023
Debt Disclosure [Abstract] |
Debt and Other Obligations | Debt and Other Obligations Debt and other obligations are as follows:
| September 30, 2023 |  | December 31, 2022
(In millions)
Current |  |  |
Current portion of Term-Loan | $ | 3.0 |  |  | $ | 3.0 |
Deferred debt issuance costs - Term-Loan | (0.6) |  |  | (0.7) |
Other short-term debt and obligations | 146.7 |  |  | 256.0 |
Current portion of long-term debt and other financial liabilities | 149.1 |  |  | 258.3 |
Non-current |  |  |
Term-Loan | 608.8 |  |  | 613.2 |
Deferred debt issuance costs - Term-Loan | (3.1) |  |  | (3.7) |
China Term-Loan | 57.1 |  |  | 47.5 |
Long-term debt, net | 662.8 |  |  | 657.0 |
Total | $ | 811.9 |  |  | $ | 915.3 |
a.Term-Loan The Term-Loan facility was allocated to one term loan facility denominated in U.S. dollars of $300 million and another denominated in Euros of €300 million with both having a maturity date of September 24, 2028. Interest is calculated based on three months EURIBOR (for the Euro-denominated loan) plus a margin of 2.50%, or three-month USD-LIBOR (for the USD-denominated loan) plus a margin of 2.25%. Due to cessation of U.S. dollar LIBOR after June 30, 2023 (“LIBOR cessation date”), in May 2023, the Company entered into the Eleventh Amendment to the Credit Agreement (the “Term-Loan”) to update the referenced floating benchmark rate. The U.S. dollar loan, 3-M USD-Libor was replaced by USD Term SOFR 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023. In August 2023, we entered into the 12th amendment, which primarily approved the merger of two of our wholly owned subsidiaries. Other provisions of the Credit Agreement relating to the Term Loan remained unchanged. b.Revolving credit facility In October 2023, Orion entered into the 13th Amendment, which amended and restated our revolving credit facility (“RCF”). We voluntarily reduced the borrowing capacity under our amended RCF from €350 million to €300 million. Interest is calculated based on EURIBOR plus a 1.65% - 3.30% margin (depending on leverage ratio). At current leverage ratio (between 2.25x and 2.75x), the margin is at 2.30%. The amended RCF includes a sustainability-linked margin adjustment. The credit spread will increase or decrease up to 5 basis points depending on two key performance indicators: greenhouse gas intensity and environmental, social and governance rating from EcoVadis, a provider of corporate sustainability rating. Covenant Compliance — There is one financial covenant under the amended RCF that will be tested when RCF utilization (including debt drawn under ancillary credit facility lines) exceeds 50%. Net Leverage, as defined in the Credit Agreement (the “Covenant Trigger”), is not permitted to exceed 4.0x. Other provisions of the Credit Agreement relating to the RCF remained unchanged. As of September 30, 2023, the capacity under our RCF was €350 million. Interest is calculated based on EURIBOR (for euro drawings), and USD Term SOFR + CAS (for U.S. Dollar drawings) plus a 1.65% - 2.70% margin (depending on leverage ratio). There were no borrowings under the RCF as of September 30, 2023. As of December 31, 2022, borrowings under the RCF were $53.3 million. As of September 30, 2023 and December 31, 2022, availability under the RCF was $234.4 million and $165.9 million, respectively. Ancillary Credit Facilities—As part of the RCF, the Company may also establish ancillary credit facilities by converting the commitments of select lenders under the RCF into bilateral credit agreements. Borrowings under the ancillary credit facilities reduce RCF availability. For RCF financial covenant testing, borrowing under ancillary credit facilities are considered debt drawn under the RCF, as discussed elsewhere in this footnote. As of September 30, 2023 and December 31, 2022, committed ancillary credit facilities totaled $284.2 million and $286.1 million, respectively. c.Other Short-Term borrowings and Obligations Other short-term debt and obligations are as follows:
| September 30, 2023 |  | December 31, 2022
| (In millions)
Revolving credit facility | $ | — |  |  | $ | 53.3 |
Ancillary credit facilities |  |  |
OEC GmbH outstanding borrowings | 130.4 |  |  | 148.7 |
OEC LLC outstanding borrowings | — |  |  | 5.4 |
Uncommitted local lines of credit: |  |  |
Korea (capacity $39.0 million) | 2.0 |  |  | — |
Brazil (capacity $3.2 million) | — |  |  | 2.9 |
China working capital | 4.1 |  |  | 1.5 |
Korea working capital loan | 10.2 |  |  | 7.9 |
Repurchase agreement | — |  |  | 36.3 |
Total of Other short-term debt and obligations | $ | 146.7 |  |  | $ | 256.0 |
Supplemental information: |  |  |
Total ancillary capacity - EUR | € | 268.3 |  |  | € | 268.3 |
Total ancillary capacity - U.S. $ | $ | 284.2 |  |  | $ | 286.1 |
As of September 30, 2023, we are in compliance with our debt covenants. Accounts Receivable Factoring Facilities―We entered into agreements with various third-party financial institutions for the sale of certain Accounts receivable. We have concluded that there would generally be no risk of loss to us from non-payment of the sold receivables because: •The transferred financial assets have been isolated beyond the reach of our creditors, even in bankruptcy or other receivership; •The party purchasing accounts receivables has the right to pledge and or exchange the transferred assets without restrictions; and •We do not retain effective control over the transferred financial assets. For the three and nine months ended September 30, 2023, the gross amount of receivables sold were as $106.2 million and $300.4 million, respectively. No sales were made in 2022. In the Condensed Consolidated Statements of Operations, the loss on receivables sale is reflected in Other expenses, net. For the three and nine months ended September 30, 2023 the loss on receivables sale were $1.3 million and $3.1 million, respectively. For additional information relating to our debt, see “Note J. Debt and Other Obligations”, included in our Annual Report in Form 10-K for the year ended December 31, 2022.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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