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Long-term Debt and Short-term Borrowings
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-term Debt and Short-term Borrowings

3. 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, 2024 and December 31, 2023:

 

(in millions)

 

September 30,
2024

 

 

December 31,
2023

 

Euro Senior Secured Term Loan A, due March 2026 (floating interest rate of 5.35% at September 30, 2024 and 5.93% at December 31, 2023)

 

$

205.5

 

 

$

218.2

 

USD Senior Secured Term Loan A, due March 2026 (floating interest rate of 6.94% at September 30, 2024 and 7.50% at December 31, 2023)

 

 

72.8

 

 

 

78.0

 

Australian Dollar Senior Secured Term Loan A, due March 2026 (floating interest rate of 6.48% at September 30, 2024 and 6.42% at December 31, 2023)

 

 

30.7

 

 

 

32.5

 

U.S. Dollar Senior Secured Revolving Credit Facility, due March 2026 (floating interest rate of 6.94% at September 30, 2024 and 7.4% at December 31, 2023)

 

 

13.5

 

 

 

7.3

 

Australian Dollar Senior Secured Revolving Credit Facility, due March 2026 (floating interest rate of 6.40% at September 30, 2024 and 6.42% at December 31, 2023)

 

 

9.0

 

 

 

14.3

 

Senior Unsecured Notes, due March 2029 (fixed interest rate of 4.25%)

 

 

575.0

 

 

 

575.0

 

Other borrowings

 

 

7.9

 

 

 

0.3

 

Total debt

 

 

914.4

 

 

 

925.6

 

Less:

 

 

 

 

 

 

Current portion

 

 

59.2

 

 

 

36.7

 

Debt issuance costs, unamortized

 

 

5.4

 

 

 

6.7

 

Long-term debt, net

 

$

849.8

 

 

$

882.2

 

 

Credit Agreement

The Company is party to 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, as amended, provides for a senior secured credit facility, which consists 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, a US$100.0 million term loan facility, and a US$600.0 million multi-currency revolving credit facility (the "Revolving Facility").

From July 2018 to November 2022, the Company entered into six amendments (the "Amendments") to the Credit Agreement. The following are the key changes, among other things, to the Credit Agreement as a result of the Amendments:

•
replace the minimum fixed coverage ratio of 1.25:1.00 with a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00:1.00;
•
increase the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) financial covenant for each of the five fiscal quarters beginning December 31, 2022, and ending December 31, 2023;
•
modify the maximum Consolidated Leverage Ratio financial covenant for all first and second fiscal quarters after December 31, 2023, from the current level of 4.00x to 4.50x, while maintaining the current level of 4.00x for all third and fourth fiscal quarters;
•
increase the Company’s flexibility under the restricted payments baskets; and
•
change the U.S. dollar reference rate from LIBOR-based pricing to SOFR-based pricing, with no changes to existing margins.

As of September 30, 2024, the maturity of the Credit Agreement was March 31, 2026 and the pricing was as follows:

 

Consolidated Leverage Ratio

 

Applicable Rate on Euro/AUD/CDN Dollar Loans

 

Applicable Rate on Base Rate Loans

 

Undrawn Fee

> 4.50 to 1.00

 

2.50 %

 

1.50 %

 

0.500 %

≤ 4.50 to 1.00 and > 4.00 to 1.00

 

2.25 %

 

1.25 %

 

0.375 %

≤ 4.00 to 1.00 and > 3.50 to 1.00

 

2.00 %

 

1.00 %

 

0.350 %

≤ 3.50 to 1.00 and > 3.00 to 1.00

 

1.75 %

 

0.75 %

 

0.300 %

≤ 3.00 to 1.00 and > 2.00 to 1.00

 

1.50 %

 

0.50 %

 

0.250 %

≤ 2.00 to 1.00

 

1.25 %

 

0.25 %

 

0.200 %

 

As of September 30, 2024, there were $22.5 million in borrowings outstanding under the Revolving Facility. The remaining amount available for borrowings was $569.0 million (allowing for $8.5 million of letters of credit outstanding on that date).

As of September 30, 2024, our Consolidated Leverage Ratio was approximately 3.50 to 1.00 versus our maximum covenant of 4.00 to 1.00.

On October 30, 2024, the Company entered into a seventh amendment to the Credit Agreement to extend the maturity of the senior secured credit facility to October 30, 2029. The following are the key changes, among other things, to the Credit Agreement as a result of the seventh amendment:

•
the current Revolving Facility provides for outstanding borrowings not to exceed $467.5 million;
•
the outstanding USD Senior Secured Term Loan A of $72.8 million as well as the Australian Dollar Senior Secured Term Loan A of A$44.4 million (US$29.2 million based on October 30, 2024 exchange rates) were repaid in full by borrowing under the Revolving Facility;
•
€61.2 million (US$66.4 million based on October 30, 2024 exchange rates) out of the total outstanding Euro Senior Secured Term Loan A of €184.1 million (US$199.8 million based on October 30, 2024 exchange rates) was repaid by borrowing under the Revolving Facility; and
•
added a springing maturity covenant if the Senior Unsecured Notes are not refinanced before their maturity of March 15, 2029.

 

No changes were made to the financial covenants and the pricing was updated as follows:

 

Level

 

Consolidated Leverage Ratio

 

SOFR Spread

 

Undrawn Fee

I

 

> 4.25x

 

225 bps

 

37.5 bps

II

 

> 3.50x

 

200 bps

 

35.0 bps

III

 

> 2.50x

 

175 bps

 

30.0 bps

IV

 

≤ 2.50x

 

150 bps

 

25.0 bps

Senior Unsecured Notes

On March 15, 2021, the Company completed a private offering of $575.0 million in aggregate principal amount of 4.25 percent Senior Unsecured Notes (the "Notes") due March 2029. Interest on the Notes is payable semiannually on March 15 and September 15 of each year. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company's existing and future U.S. subsidiaries, other than certain excluded subsidiaries.

Guarantees and Security

Generally, obligations under the Credit Agreement are guaranteed by certain of the Company’s existing and future subsidiaries, and are secured by substantially all of the Company’s and certain guarantor subsidiaries’ assets, subject to certain exclusions and limitations.