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Notes Payable, Other and Short-Term Borrowings
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Notes Payable, Other and Short-Term Borrowings

18.

Notes Payable, Other and Short-Term Borrowings

Notes payable, other and short-term borrowings consisted of the following (in thousands):

 

 

 

September 30, 2020

 

 

December 31, 2019

 

Unsecured senior revolving credit agreement

 

$

 

 

$

68,948

 

5.125% Senior Notes

 

 

255,308

 

 

 

298,688

 

5.375% Senior Notes

 

 

446,244

 

 

 

445,247

 

3.750% Senior Notes

 

 

296,701

 

 

 

296,129

 

4.375% Senior Notes

 

 

296,886

 

 

 

 

Collateralized borrowings

 

 

23,351

 

 

 

33,675

 

Total Notes payable and other borrowings

 

 

1,318,490

 

 

 

1,142,687

 

Short-term borrowings

 

 

3,546

 

 

 

4,962

 

Total Notes payable, other and short-term borrowings

 

$

1,322,036

 

 

$

1,147,649

 

 

Unsecured Senior Revolving Credit Agreement

On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance is $350.0 million. Borrowings under this Revolving Credit Agreement bear interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On July 14, 2020, the Company repaid in full the $225.0 million borrowings outstanding under the Revolving Credit Agreement. As of September 30, 2020, there were no borrowings outstanding under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 2.19% and 2.88% for the three and nine months ended September 30, 2020, respectively. The average interest rate on the outstanding borrowings was 4.27% and 4.38% for the three and nine months ended September 30, 2019, respectively. As of December 31, 2019, there was $68.9 million of borrowings outstanding, net of deferred financing costs of $1.1 million, under the Agreement. The Company recorded interest expense related to the Revolving Credit Agreement of $0.9 million and $3.6 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded interest expense related to the Revolving Credit Agreement of $4.7 million and $8.8 million for the nine months ended September 30, 2020 and 2019, respectively.

Senior Notes

The Company’s Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):

 

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

5.125% Senior Notes

 

$

255,308

 

 

$

260,154

 

 

$

298,688

 

 

$

311,100

 

5.375% Senior Notes

 

 

446,244

 

 

 

476,730

 

 

 

445,247

 

 

 

482,099

 

3.750% Senior Notes

 

 

296,701

 

 

 

300,330

 

 

 

296,129

 

 

 

300,600

 

4.375% Senior Notes

 

 

296,886

 

 

 

306,090

 

 

 

 

 

 

 

Total

 

$

1,295,139

 

 

$

1,343,304

 

 

$

1,040,064

 

 

$

1,093,799

 

 

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.125% Senior Notes, the 5.375% Senior Notes, the 3.750% Senior Notes, and the 4.375% Senior Notes are considered Level 2 within the fair value hierarchy.

5.125% Senior Notes

On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes. The 5.125% Senior Notes are general senior unsecured obligations of the Company. The 5.125% Senior Notes bear interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016. The 5.125% Senior Notes will mature on May 27, 2021. The Company may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.125% Senior Notes was $295.8 million, net of the discount and debt issuance costs of $4.2 million. The issuance costs are amortized as interest expense, and the carrying value of the 5.125% Senior Notes will accrete up to the face amount over the term of the notes. On August 5, 2020, the Company commenced a cash tender offer for any and all $300.0 million outstanding aggregate principal amount of its 5.125% Senior Notes. On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time. As of the expiration time, $44.0 million aggregate principal amount of the 5.125% Senior Notes were validly tendered. These notes were redeemed on the settlement date of August 14, 2020. The carrying value of the 5.125% Senior Notes as of September 30, 2020 was $255.3 million. The Company recorded interest expense related to the 5.125% Senior Notes of $4.6 million and $4.1 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded interest expense related to the 5.125% Senior Notes of $12.8 million and $12.1 million for the nine months ended September 30, 2020 and 2019, respectively.

5.375% Senior Notes

On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes are general senior unsecured obligations of the Company. The 5.375% Senior Notes bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture related to the 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.375% Senior Notes was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense, and the carrying value of the 5.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of September 30, 2020 was $446.2 million. The Company recorded interest expense related to the 5.375% Senior Notes of $6.4 million for each of the three months ended September 30, 2020 and 2019. The Company recorded interest expense related to the 5.375% Senior Notes of $19.1 million for each of the nine months ended September 30, 2020 and 2019.

3.750% Senior Notes

On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interest expense, and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $296.7 million as of September 30, 2020. The Company recorded interest expense related to the 3.750% Senior Notes of $3.0 million and $9.1 million for the three and nine months ended September 30, 2020, respectively. The Company recorded interest expense related to the 3.750% Senior Notes of $0.1 million for both the three and nine months ended September 30, 2019.

4.375% Senior Notes

On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of the Company. The 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The 4.375% Senior Notes will mature on December 15, 2025. The Company may redeem some or all of the 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices. If a “Change of Control Triggering Event” occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs will be amortized as interest expense, and the carrying value of the 4.375% Senior Notes will accrete

up to the face amount over the term of the notes. The carrying value of the 4.375% Senior Notes was $296.9 million as of September 30, 2020. The Company recorded interest expense related to the 4.375% Senior Notes of $3.1 million for both the three and nine months ended September 30, 2020. The Company did not record interest expense related to the 4.375% Senior Notes for the three and nine months ended September 30, 2019.

Collateralized Borrowings

On March 13, 2015, the Company entered into a $28.2 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.70% per year and matured on March 13, 2019; therefore, there were no borrowings outstanding as of September 30, 2020 or December 31, 2019. The Company did not record any interest expense related to this arrangement for the three and nine months ended September 30, 2020. The Company did not record any interest expense related to this arrangement for the three months ended September 30, 2019. The Company recorded interest expense related to this arrangement of $30 thousand for the nine months ended September 30, 2019.

On May 31, 2017, the Company entered into a $29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.44% per year and matures on May 31, 2021. As of September 30, 2020 and December 31, 2019, the Company had $5.9 million and $11.7 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of September 30, 2020 was $1.0 million. The Company recorded interest expense related to this arrangement of $0.1 million and $0.3 million for the three and nine months ended September 30, 2020, respectively. The Company recorded interest expense related to this arrangement of $0.1 million and $0.4 million for the three and nine months ended September 30, 2019, respectively.

On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of September 30, 2020 and December 31, 2019, the Company had $10.6 million and $13.2 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of September 30, 2020 was $2.4 million. The Company recorded interest expense related to this arrangement of $0.1 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019.

On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of September 30, 2020 and December 31, 2019, the Company had $6.9 million and $8.8 million, respectively, outstanding related to this arrangement. The book value of the fixed assets pledged as of September 30, 2020 was $3.3 million. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively. The Company recorded interest expense related to this arrangement of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019.

Short-Term Borrowings

On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provides for short-term loans of up to $3.5 million (BRL 20.0 million). The maturity date of the agreement is February 19, 2021. Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.30%. As of September 30, 2020 and December 31, 2019, there were $3.5 million (BRL 20.0 million) and $5.0 million (BRL 20.0 million), respectively, of borrowings outstanding under the agreement. As of September 30, 2020, the interest rate was 5.30%. The Company recorded interest expense related to the agreement of $0.1 million for each of the three months ended September 30, 2020 and 2019. The Company recorded interest expense related to the agreement of $0.2 million and $0.4 million for the nine months ended September 30, 2020 and 2019, respectively.

On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provides for an intra-day overdraft credit line up to $8.9 million (BRL 50.0 million). The maturity date of the agreement is December 9, 2020. This agreement bears a fee of 1.48% per year. As of September 30, 2020 and December 31, 2019, there were no borrowings outstanding under this agreement. The Company recorded bank fees related to the agreement of $34 thousand and $31 thousand for the three months ended September 30, 2020 and 2019, respectively. The Company recorded bank fees related to the agreement of $0.1 million for each of the nine months ended September 30, 2020 and 2019.