Long-Term Debt And Short-Term Borrowings

9 Months Ended

Sep. 30, 2020

Long-Term Debt And Short-Term Borrowings

4. Long-term Debt and Short-term Borrowings

Notes payable and long-term debt, listed in order of the priority of security interests in assets of the Company, consisted of the following as of September 30, 2020 and December 31, 2019:


(in millions)	September 30, 2020		December 31, 2019
Euro Senior Secured Term Loan A, due May 2024 (floating interest rate of 2.00% at September 30, 2020 and 1.50% at December 31, 2019)	$	278.2	$	275.9

USD Senior Secured Term Loan A, due May 2024 (floating interest rate of 3.00% at September 30, 2020 and 3.44% at December 31, 2019)	93.8		97.5
Australian Dollar Senior Secured Term Loan A, due May 2024 (floating interest rate of 2.14% at September 30, 2020 and 2.45% at December 31, 2019)	40.8		41.6

U.S. Dollar Senior Secured Revolving Credit Facility, due May 2024 (floating interest rate of 3.18% at September 30, 2020 and 3.26% at December 31, 2019)	100.2		8.2

Australian Dollar Senior Secured Revolving Credit Facility, due May 2024 (floating interest rate of 2.13% at September 30, 2020 and 2.44% at December 31, 2019)	23.5		14.0

Senior Unsecured Notes, due December 2024 (fixed interest rate of 5.25%)	375.0		375.0
Other borrowings	5.8		3.8
Total debt	917.3		816.0
Less:
Current portion	35.8		33.2
Debt issuance costs, unamortized	5.2		5.6
Long-term debt, net	$	876.3	$	777.2

The Company entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of January 27, 2017, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other agents and various lenders party thereto. The Credit Agreement provided for a five-year senior secured credit facility, which consisted of a €300.0 million (US$320.8 million based on January 27, 2017, exchange rates) term loan facility, an A$80.0 million (US$60.4 million based on January 27, 2017, exchange rates) term loan facility, and a US$400.0 million multi-currency revolving credit facility (the "Revolving Facility").

Effective July 26, 2018, the Company entered into the First Amendment (the "First Amendment") to the Credit Agreement among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto. The First Amendment increased the aggregate revolving credit commitments under the Revolving Facility by $100.0 million such that, after giving effect to such increase, the aggregate amount of revolving credit available under the Revolving Facility was $500.0 million. In addition, the First Amendment also affected certain technical amendments to the Credit Agreement, including the addition of provisions relating to LIBOR successor rate procedures if LIBOR becomes unascertainable or is discontinued in the future and to expressly permit certain intercompany asset transfers. The changes related to LIBOR successor rate procedures are not expected to have a material effect on the Company.

Effective May 23, 2019, the Company entered into a Second Amendment (the "Second Amendment") to the Credit Agreement. Pursuant to the Second Amendment, the Credit Agreement was amended to, among other things:

•extend the maturity date to May 23, 2024;

•increase the aggregate revolving credit commitments under the Revolving Facility from $500.0 million to $600.0 million;

•establish a new term loan facility denominated in U.S. Dollars in an aggregate principal amount of $100.0 million (the "USD Term Loan");

•replace the minimum fixed coverage ratio of 1.25:1.00 with a minimum interest coverage ratio, as calculated under the Credit Agreement, of 3.00:1.00;

•reflect a more favorable restricted payment covenant, with the consolidated leverage ratio hurdle for unlimited restricted payments (including share repurchases and dividends) as calculated under the Credit Agreement increasing from 2.50:1.00 to 3.25:1.00;

•reflect, in certain cases, more favorable pricing with a 25-basis point reduction in the applicable rate on outstanding loans than was in effect prior to the Second Amendment based on the Company's current consolidated leverage ratio, along with lower fees on undrawn amounts;

•eliminate the requirement to make annual principal prepayments of excess cash flow;

•reduce amortization payments for the term loans; and

•increase the qualified receivables transaction basket with respect to sales or financings of certain receivables.

Effective upon the closing of the Second Amendment, the Company borrowed the entire principal amount committed under the USD Term Loan, which was used to repay revolver borrowings and, in combination with the increase in the Revolving Facility, resulted in $200.0 million of additional liquidity becoming available under the Revolving Facility.

On May 1, 2020, the Company entered into a Third Amendment (the "Third Amendment") to its Credit Agreement, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto. Pursuant to the Third Amendment, the Credit Agreement was amended to, among other things:

•increase the maximum consolidated leverage ratio from 3.75:1.00 to 4.75:1.00, stepping back down to 3.75:1.00 for the first fiscal quarter ending after June 30, 2021;

•amend the pricing based on the Company’s consolidated leverage ratio, with a scaled increase in fees as follows, effective May 1, 2020:


Leverage Ratio	Applicable Rate	Undrawn Fee
> 4.25 to 1.00	2.75%	0.500%
≤ 4.25 to 1.00 and > 4.00 to 1.00	2.50%	0.500%
≤ 4.00 to 1.00 and > 3.50 to 1.00	2.25%	0.375%
≤ 3.50 to 1.00 and > 3.25 to 1.00	2.00%	0.375%
≤ 3.25 to 1.00 and > 3.00 to 1.00	1.75%	0.300%
≤ 3.00 to 1.00 and > 2.00 to 1.00	1.50%	0.250%
≤ 2.00 to 1.00	1.25%	0.200%

Per the terms of the Third Amendment, pricing will be locked at LIBOR plus 2.00% until the Company publishes its financial results for the fiscal quarter ended June 30, 2020;

•Reduce the Company’s capacity to incur certain other indebtedness, and impose additional limitations on certain restricted payments (other than dividends) and permitted acquisitions; and

•Require that the Company pay down any amounts on the Revolving Facility when cash and cash equivalents of the loan parties exceed $100.0 million.

As of September 30, 2020, there were $123.7 million in borrowings outstanding under the Revolving Facility. The remaining amount available for borrowings was $465.5 million (allowing for $10.8 million of letters of credit outstanding on that date).

As of and for the periods ended September 30, 2020 and December 31, 2019, the Company was in compliance with all applicable loan covenants.