Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

8.Debt

The Company’s debt obligations consist of the following (in millions):

	June 30, 2024			December 31, 2023
CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2027	$	83.5		$	—
CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2029		83.5			—
CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2031		167.0			—
CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2034		55.7			—
CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2036		218.2			—
CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2039		205.9			—
EUR notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031		160.7			165.8
CHF notes (in U.S. Dollars) under the 2019 Note Purchase Agreement due 2029		330.6			353.3
CHF notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031		333.9			356.9
CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement		222.6			—
U.S. Dollar notes under the 2019 Term Loan Agreement, annual payments of $15.0       and balloon payment due 2026		270.8			278.3
U.S. Dollar notes under the 2012 Note Purchase Agreement due 2024		—			100.0
Unamortized debt issuance costs		(3.4	)		(1.3	)
Other loans		11.0			7.6
Total notes and loans outstanding		2,140.0			1,260.6
Finance lease obligations		18.4			20.9
Total debt		2,158.4			1,281.5
Current portion of long-term debt and finance lease obligations		(26.4	)		(121.2	)
Total long-term debt, less current portion	$	2,132.0		$	1,160.3

The following is a summary of the maximum commitments and the net amounts available to the Company under the 2024 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at June 30, 2024 (in millions):

	Weighted Average Interest Rate	Total Amount Committed by Lenders		Outstanding Borrowings		Outstanding Letters of Credit		Total Amount Available
2024 Amended and Restated Credit      Agreement	2.14%	$	900.0	$	222.6	$	0.3	$	677.1
Bank guarantees and working capital line	varies		156.2		—		156.2		—
Total revolving lines of credit		$	1,056.2	$	222.6	$	156.5	$	677.1

As of June 30, 2024, the Company was in compliance with the financial covenants of all debt agreements.

2024 Term Loan Agreements

On March 29, 2024, the Company, as borrower, entered into (i) a term loan agreement (the “Three- and Five-Year Term Loan Agreement”) with Bank of America, N.A., as administrative agent, BofA Securities, Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Bank, N.A. acting as joint lead arrangers and joint bookrunners, the other agents party thereto and the other banks or other financial institutions or entities from time to time party thereto as lenders and (ii) a term loan agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., acting as sole arranger and bookrunner (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”), and the other banks or other financial institutions or entities from time to time party thereto as lenders.

The Three- and Five-Year Term Loan Agreement provides for a (i) CHF 150 million three-year term loan facility and (ii) CHF 150 million five-year term loan facility. The Seven-Year Term Loan Agreement provides for a CHF 150 million seven-year term loan facility. Each term loan facility has a delayed draw component allowing for up to two borrowings under the relevant loan facility during the period from and including the effective date to the earlier of (i) September 30, 2024, and (ii) the date of termination of the commitments by the Administrative Agent during the continuance of an Event of Default as defined in the applicable Term Loan Agreement. The Company did not request any borrowings in connection with signing the Term Loan Agreements. Amounts outstanding under the Term Loan Agreements bear interest at a rate equal to (a) the Swiss Average Rate Overnight (SARON), plus a margin ranging from (i) 1.000% to 1.500% in the case of the three- and five-year term loan facilities and (ii) 1.250% to 1.750% in the case of the seven-year term loan facilities, in each case, based on the Company’s leverage ratio, provided, however, that if the loans

are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1%, (ii) the prime rate announced by Bank of America, N.A., and (iii) 1%, plus a margin ranging from 0.100% to 0.200%, based on the Company’s leverage ratio.

Loans under the Term Loan Agreements will be repayable in full at maturity, subject to scheduled quarterly amortization payments on (i) the three-year and five-year term loan facilities beginning in June 2024 and (ii) the seven-year term loan facility beginning in June 2026, and, in each case, may also be prepaid at the Company’s option in whole or in part without premium or penalty. The Term Loan Agreements contain representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. The obligations under the Term Loan Agreements are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The other terms of the Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, and events of default.

On April 29, 2024, the Company borrowed a total of CHF 300 million (approximately $330 million) consisting of the aggregate principal amounts of CHF 150 million (approximately $165 million) under the seven-year term loan facility and CHF 75 million (approximately $82 million) under each of the three-year and five-year term loan facilities.

Following the quarter ended June 30, 2024, on July 2, 2024, the Company borrowed a total of CHF 150 million (approximately $166 million) consisting of the aggregate principal amounts of CHF 75 million (approximately $83 million) under each of the three-year and five-year term loan facilities.

2024 Note Purchase Agreements

On February 1, 2024, and February 8, 2024, the Company entered into two note purchase agreements, referred to as the 2024 Note Purchase Agreements, with a group of accredited institutional investors. Pursuant to the 2024 Note Purchase Agreements, on April 15, 2024, the Company issued and sold CHF 431.0 million (approximately $472 million) of senior notes, referred to as the 2024 Senior Notes. Under the terms of the 2024 Note Purchase Agreements, interest on the 2024 Senior Notes is payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2024, or October 15, 2024. The 2024 Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

2024 Amended and Restated Credit Agreement

On January 18, 2024, the Company entered into the First Amendment to the 2019 Revolving Credit Agreement (the “Amended and Restated Credit Agreement” or “RCA”) to modify certain definitions within the agreement. The Amended and Restated Credit Agreement increased the aggregate principal amount from $600 million to $900 million and extended the maturity date to January 18, 2029, as may be further extended by the Company for the periods and on the terms set forth in the Amended and Restated Credit Agreement. In addition, the Amended and Restated Credit Agreement increased the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400 million.

The RCA includes affirmative, negative and financial covenants and events of default customary for financings of this type. The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates. The financial covenants require the Company to maintain a maximum leverage ratio of 3.50 to 1.00 (the “Stated Leverage Ratio” or “SLR”) and a minimum interest coverage of 2:50 to 1.00. In accordance with the terms of the RCA, the Company can elect to increase the maximum leverage ratio to 4.00 to 1.00, the “Adjusted Leverage Ratio” or “ALR” provided that it shall (1) step down the ALR by 0.25x after two full fiscal quarters following the date of a Material Acquisition, and (2) return to the otherwise SLR after four full fiscal quarters following the date of such Material Acquisition, provided, that the Company may not elect to increase the maximum leverage ratio to the ALR unless there shall be at least one full fiscal quarter immediately prior to such election during which the SLR is in effect. The events of default include, among others, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations and warranties, bankruptcy and insolvency related events, certain ERISA events, material judgments, and the occurrence of a change of control. Proceeds of the Amended and Restated Credit Agreement may be used by the Company and its subsidiaries to finance working capital needs, refinance or reduce existing indebtedness and for general corporate purposes, including acquisitions.

On June 25, 2024, the Company repaid CHF 150 million (approximately $168 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

On June 5, 2024, the Company repaid $420 million of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

On April 29, 2024, and May 3, 2024, the Company borrowed approximately $434 million and $370 million, respectively, under the 2024 Amended and Restated Revolving Credit Agreement.

On April 15, 2024, the Company repaid CHF 230 million (approximately $252 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement with part of the proceeds received on the issuance of the 2024 Senior Notes.

On January 18, 2024, the Company repaid $100 million of outstanding Series 2012A Senior Notes, Tranche D with the proceeds of the CHF 230 million (approximately $269 million) of debt outstanding under the revolving credit facility.