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Debt | 9 Months Ended
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Sep. 30, 2020
Debt Disclosure [Abstract] |
Debt | Debt The components of long-term debt as of September 30, 2020, and December 31, 2019, were as follows:
| September 30, 2020 |  | December 31, 2019
Master note and security agreement | $ | 18.6 |  |  | $ | 70.7 |
Term Loan A | 761.5 |  |  | 768.3 |
Revolving credit facility | — |  |  | — |
Senior unsecured notes | 238.7 |  |  | 243.5 |
International term loans | 11.6 |  |  | 16.5 |
International revolving credit facilities | 0.3 |  |  | 5.7 |
Other | 2.7 |  |  | 3.1 |
Debt issuance costs | (7.5) |  |  | (9.3) |
Total debt | $ | 1,025.9 |  |  | $ | 1,098.5 |
Less: short-term debt and current portion of long-term debt | (56.8) |  |  | (40.0) |
Long-term debt | $ | 969.1 |  |  | $ | 1,058.5 |
Fair Value of Debt Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company’s total debt was approximately $1.0 billion and $1.1 billion at September 30, 2020 and December 31, 2019, respectively. The fair value determination of the Company’s total debt was categorized as Level 2 in the fair value hierarchy (see Note 13, “Financial Instruments and Fair Value Measurements,” for the definition of Level 2 inputs). Senior Secured Credit Facility Amendment The Company completed the fourth amendment to the April 28, 2014 Senior Secured Credit Facility on June 29, 2020. The Senior Secured Credit Facility was amended to (a) provide for certain financial covenant relief through the fiscal quarter ending September 30, 2021 (the “Covenant Relief Period”); (b) reduce the aggregate amount of the existing revolving credit facility from $800.0 million to $500.0 million; (c) make certain adjustments to pricing such as the addition of a 0.75% London Interbank Offered Rate (“LIBOR”) floor; and (d) prohibit repurchases of capital stock and payments of cash dividends during the Covenant Relief Period. Certain amendments were also made to the quarterly financial covenants to which the Company is subject, which are further described below. The Senior Secured Credit Facility remains secured by substantially all of the unencumbered assets of the Company. The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lenders in certain limited circumstances. Master Note and Security Agreement Tender The Company redeemed $37.6 million of its senior notes under the Master Note and Security Agreement, at par (the outstanding principal balance as of the date of payment), during the nine months ended September 30, 2020. There was no direct gain or loss recognized as a result of the tender as all notes were redeemed at par; however, $0.2 million of unamortized debt issuance costs related to the tendered notes were recognized as a loss on debt extinguishment during the nine months ended September 30, 2020. All tendered senior notes under the Master Note and Security Agreement were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the tender. The tender was primarily completed to reallocate debt to the lower interest rate revolving credit facility and thereby reduce interest expense based on current LIBOR rates. Senior Unsecured Notes Repurchases The Company repurchased $4.7 million of its outstanding unsecured 7.0% senior notes due May 1, 2022 (the “Senior Unsecured Notes”) in the open market, resulting in a net gain on debt extinguishment of $0.8 million during the nine months ended September 30, 2020. All repurchased Senior Unsecured Notes were canceled. The Company used cash flows from operating activities and borrowings under its revolving credit facility to fund the repurchases. These repurchases were primarily completed to reallocate debt to the lower interest rate revolving credit facility and thereby reduce interest expense based on current LIBOR rates. Debt Issuance Costs Activity impacting the Company’s debt issuance costs for the nine months ended September 30, 2020, was as follows:
| Capitalized Debt Issuance Costs
Balance at December 31, 2019 | $ | 9.3 |
Debt issuance costs from June 29, 2020 debt financing arrangement | 2.6 |
Loss on debt extinguishment from January 31, 2019 debt financing arrangement | (2.3) |
Loss on debt extinguishment from Master Note and Security Tender | (0.2) |
Amortization of debt issuance costs | (1.9) |
Balance at September 30, 2020 | $ | 7.5 |
Loss on Debt Extinguishment The loss on debt extinguishment recorded during the nine months ended September 30, 2020, was comprised of the following:
| 2020 Loss on Debt Extinguishment
Debt issuance costs from January 31, 2019 debt financing arrangement | $ | 2.3 |
Debt issuance costs from June 29, 2020 debt financing arrangement | 0.1 |
Loss on debt extinguishment from Master Note and Security Tender | 0.2 |
Gain on debt extinguishment from Senior Unsecured Note Repurchases | (0.8) |
Total | $ | 1.8 |
The Company completed the third amendment to the April 28, 2014 Senior Secured Credit Facility on January 31, 2019, which resulted in a loss on debt extinguishment recorded during the nine months ended September 30, 2019, and was comprised of the following:
| 2019 Loss on Debt Extinguishment
Debt issuance costs: |
Debt issuance costs from February 10, 2017 debt financing arrangement | $ | 0.7 |
Debt issuance costs from January 31, 2019 debt financing arrangement | 14.2 |
Debt issuance costs from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B | 0.5 |
Original issue discount: |
Original issue discount from February 10, 2017 debt financing arrangement | 1.0 |
Original issue discount from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B | 14.1 |
Total | $ | 30.5 |
Covenants and Compliance The Company’s various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company’s debt agreements, as amended to date). Among these covenants, the Company was required to maintain the following as of September 30, 2020: •Maximum Total Net Leverage Ratio. On a rolling twelve-month basis, the Maximum Total Net Leverage Ratio, defined as consolidated total indebtedness, net of no more than $75.0 million of unrestricted cash, to consolidated EBITDA, shall not exceed (i) 4.25 to 1.00 for the quarters ending June 30, 2020 and September 30, 2020, (ii) 4.50 to 1.00 for the quarters ending December 31, 2020 and March 31, 2021, (iii) 4.25 to 1.00 for the quarter ending June 30, 2021, and (iv) 4.125 to 1.00 for the quarter ending September 30, 2021 (for the twelve months ended September 30, 2020, the Company’s Maximum Total Net Leverage Ratio was 3.23 to 1.00). After the Covenant Relief Period, the Company will be required to comply with the Total Leverage Ratio covenant, defined as consolidated total indebtedness to consolidated EBITDA which shall not exceed 3.75 to 1.00. •If there is any amount outstanding on the Revolving Credit Facility or Term Loan A, or if any lender has any revolving credit exposure or Term Loan A credit exposure, the Company is required to maintain the following: ◦Senior Secured Leverage Ratio. On a rolling twelve-month basis, the Senior Secured Leverage Ratio, defined as consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended September 30, 2020, the Company’s Senior Secured Leverage Ratio was 2.39 to 1.00). ◦Interest Coverage Ratio. On a rolling twelve-month basis, the Interest Coverage Ratio, defined as consolidated EBITDA to cash consolidated interest expense, shall not be less than 3.00 to 1.00 (for the twelve months ended September 30, 2020, the Company’s Interest Coverage Ratio was 4.88 to 1.00). The indenture underlying the Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of the Company’s consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates. In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. The following limitations utilize a Total Net Leverage Ratio calculation, which, on a rolling twelve-month basis, is defined as consolidated net indebtedness to consolidated EBITDA (for the twelve months ended September 30, 2020, the Company’s Total Net Leverage Ratio was 3.18 to 1.00). •If the Company’s Total Net Leverage Ratio is greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the Total Net Leverage Ratio is less than 2.75 to 1.00, there are no such restrictions, provided, however, that no such restricted payments shall be made during the Covenant Relief Period. As the Company’s Total Net Leverage Ratio as of September 30, 2020, was 3.18 to 1.00, and we are in the Covenant Relief Period, the limitations described above are currently applicable. •If the Company’s Senior Secured Leverage Ratio is greater than 3.00 to 1.00 or the Company’s Total Net Leverage Ratio is greater than 3.50 to 1.00, the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior Secured Leverage Ratio is less than 3.00 to 1.00 and the Total Net Leverage Ratio is less than 3.50 to 1.00, there are no such restrictions. The limitations described above are currently not applicable, as the Company’s Senior Secured Leverage Ratio was 2.39 to 1.00 and the Total Net Leverage Ratio was 3.18 to 1.00, as of September 30, 2020.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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