Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

21. Debt

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

	2024			2023
2024 term loan agreements:
CHF loan due 2027	$	162.1		$	—
CHF loan due 2029		162.1			—
CHF loan due 2031 (b)		165.2			—
2019 term loan agreement:
USD loan annual payments of $15.0 and balloon payment due December 2026		263.3			278.3
Note Purchase Agreements (NPA – Senior notes):
2024 notes due April 15, 2034 - CHF 50 million 2.56% (b)		55.1			—
2024 notes due April 15, 2036 - CHF 146 million 2.62% and CHF 50 million 2.60% (b)		215.9			—
2024 notes due April 15, 2039 - CHF 135 million 2.71% and CHF 50 million 2.62% (b)		203.8			—
2021 notes due December 8, 2031 - CHF 300 million 0.88% (b)		330.5			356.9
2019 notes due December 11, 2029 - CHF 297 million 1.01% (b)		327.2			353.3
2021 notes due December 8, 2031 - EUR 150 million 1.03% (b)		155.3			165.8
2012 notes due January 18, 2024 - $300 million 4.46% (b)		—			100.0
CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement (c)		27.5			—
Other loans		11.9			7.6
Unamortized debt issuance costs		(3.1	)		(1.3	)
Total notes and loans outstanding (a)	$	2,076.8		$	1,260.6
Finance lease obligations		17.5			20.9
Total debt	$	2,094.3		$	1,281.5
Current portion of long-term debt and finance lease obligations		(32.5	)		(121.2	)
Total long-term debt, less current portion	$	2,061.8		$	1,160.3

(a)As of December 31, 2024 the annual maturities of notes and loans outstanding excluding the impact of unamortized debt issuance costs, are as follows (in millions): 2025: $29.2; 2026: $266.3; 2027: $163.5; 2028: $17.8; 2029: $498.5; and thereafter: $1,104.6.

(b)As of December 31, 2024 and 2023, the fair value of the Company's long-term fixed interest rate debt was $1,278.9 million and $883.3 million as of December 31, 2024, and December 31, 2023, respectively.

(c)Subsequent to December 31, 2024 and up until the date of filing this Annual Report on Form 10K, the Company borrowed CHF 100 million (approximately $109.9 million) and repaid CHF 125 million (approximately $137.9 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

Significant borrowings and repayments:

The following tables summarize the Company’s debt borrowings and repayments for the years ended December 31 (amounts in millions):

	Year Ended December 31,
	2024			2023			2022
Proceeds from revolving lines of credit:
2024 Amended and Restated Credit Agreement	$	981.4		$	—		$	—
2019 Amended and Restated Credit Agreement (a)		268.9			—			—
Proceeds from revolving lines of credit - Total	$	1,250.3		$	—		$	—
Repayments of revolving lines of credit:
2024 Amended and Restated Credit Agreement	$	(1,212.7	)	$	—		$	—
Repayments of revolving lines of credit - Total	$	(1,212.7	)	$	—		$	—
Proceeds from long-term debt:
CHF notes under various 2024 Note Purchase Agreements	$	472.1		$	—		$	—
CHF notes under the 2024 Term Loan Agreement		495.6			—			—
Other		6.0			2.0			0.3
Proceeds from long-term debt - Total	$	973.7		$	2.0		$	0.3
Repayment of long-term debt:
USD notes under the 2012 Note Purchase Agreement	$	(100.0	)	$	—		$	(105.0	)
USD notes under the 2019 Term Loan Agreement		(15.0	)		(15.0	)		(6.0	)
CHF notes under the 2024 Term Loan Agreement		(6.4	)		—			—
Other		(14.0	)		(8.5	)		—
Repayment of long-term debt - Total	$	(135.4	)	$	(23.5	)	$	(111.0	)

a)As detailed below the 2024 Amended and Restated Credit Agreement amended and restated the 2019 Revolving Credit Agreement on January 18, 2024. All balances were transferred to the 2024 Amended and Restated Credit Agreement

Covenants:

As of December 31, 2024, the Company was in compliance with all financial covenants of all debt agreements. The Company’s debt agreements’ covenants consist of customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business. They also include customary representations and warranties and events of default. 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.

Interest expense:

Interest expense for the year ended December 31, 2024, 2023 and 2022 was $47.9 million, $16.4 million, and $16.1 million respectively.

During 2022, the Company adopted the practical expedient for Reference Rate Reform related to its debt arrangements and as such, these amendments are treated as a continuation of the existing debt agreement and no gain or loss on the modification was recorded. The Company did not record any gains or losses on the conversion of the reference rate for Borrowings under the Term Loan Agreement from LIBOR to SOFR.

Hedging:

As of December 31, 2024, the Company has several cross-currency and interest rate swap agreements with a notional value of $131.6 million of U.S. to Swiss Franc and a notional value of $131.6 million of U.S. to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. Refer to Note 23, Derivative Instruments and Hedging Activities for more information.

Revolving Credit Facility:

As of December 31, 2024, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions):

	Weighted Average Interest Rate			Total Amount Committed by Lenders		Outstanding Borrowings		Outstanding Letters of Credit		Total Committed Amounts Available
2024 Amended and Restated Credit      Agreement		0.69	%	$	900.0	$	27.5	$	0.3	$	872.2
Bank guarantees and working capital line	varies				159.3		—		159.3		—
Total revolving lines of credit				$	1,059.3	$	27.5	$	159.6	$	872.2

Key terms:

An overview of the key terms of each of the term loan agreements, note purchase agreements and revolving credit agreements are described below.

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”) and (ii) another term loan agreement (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”) with a group of bank lenders.

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.

Amounts outstanding under the 2024 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 2024 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. In addition, obligations are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

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

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers, entered into a term loan agreement for a $300 million seven-year term loan facility. Loans under the 2019 Term Loan Agreement will be repayable in full at maturity, December 11, 2026), subject to scheduled amortization that began in 2022, and may also be prepaid at the Company’s option in whole or in part without premium or penalty. In addition, obligations under are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Amounts outstanding under the 2019 Term Loan Agreement bear interest at a rate equal to, at the Company’s option, (a) the U.S. Dollar London Interbank Offered Rate (USD LIBOR), plus a margin ranging from 1.000% to 1.500%, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 1⁄2 of 1%, (ii) the prime rate announced by Bank of America, N.A., and (iii) USD LIBOR, as adjusted, plus 1%, plus a margin ranging from 0.100% to 0.500%, based on the Company’s leverage ratio.

The other terms of the 2019 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

Notes Purchase Agreements (“NPAs” or “Notes”)

The Company has entered into several NPAs with groups of accredited institutional investors including on February 1, 2024, and February 8, 2024 (“2024 Note Purchase Agreements”), December 7, 2021 (“2021 Note Purchase Agreement”) and on December 11, 2019 (“2019 Note Purchase Agreement”).

The key terms associated with these NPAs are as follows:

•Interest is payable semi-annually;

•The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

•The Company may prepay some or all of the Notes at any time in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses. In the event of a change in control (as defined in the NPAs) of the Company, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The other terms of the NPAs are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

2024 Amended and Restated Credit Agreement:

On January 18, 2024, the Company and certain subsidiaries entered into an agreement that amended and restated the 2019 Revolving Credit Agreement which was entered into on December 11, 2019. This resulted in the aggregate amount available to draw increasing to $900 million from $600 million and an extension of 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 2024 Amended and Restated Credit Agreement (‘2024 RCA’).

In addition, the 2024 RCA increases 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. Amounts outstanding under the 2024 RCA bear interest at a rate equal to, at the Company’s option, (a) the Secured Overnight Financing Rate (“SOFR”) applicable to the relevant currency, plus a margin ranging from 1.000% to 1.500%, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 0.5%, (ii) the prime rate announced by Bank of America, N.A., and (iii) SOFR, as adjusted, plus 1.00%, plus a margin rate ranging from 0.000% to 0.500%, based on the Company’s leverage ratio. The Company has also agreed to pay a quarterly facility fee based on the aggregate amount available under the 2019 Revolving Credit Agreement ranging from 0.100% to 0.200%, based on the Company’s leverage ratio.

The 2024 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 not approved under the agreements. 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 2024 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.

Proceeds of the 2024 RCA 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.