XML 34 R16.htm IDEA: XBRL DOCUMENT v3.20.1
Financing and Other Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Financing and Other Debt
9.
Financing and Other Debt
The following table summarizes the Company’s total outstanding debt by type:
(In thousands)
March 31, 2020
 
December 31, 2019
Tranche A term loan
911,225

 
923,707

Tranche B term loan
1,453,378

 
1,457,048

Term loans under 2016 Credit Agreement(a)
2,364,603

 
2,380,755

Notes outstanding(a)
400,000

 
400,000

Securitized debt
88,176

 
104,261

Participation debt

 
50,000

Borrowed federal funds

 
34,998

WEX Latin America debt
2,385

 
2,660

Total gross debt
$
2,855,164

 
$
2,972,674

(a) See Note 12, Fair Value, for more information regarding the Company’s 2016 Credit Agreement and Notes.

The following table summarizes the Company’s total outstanding debt by balance sheet classification:
(In thousands)
March 31, 2020
 
December 31, 2019
Current portion of gross debt
$
155,172

 
$
256,529

Less: Unamortized debt issuance costs/debt discount
(7,953
)
 
(7,998
)
Short-term debt, net
$
147,219

 
$
248,531

 
 
 
 
Long-term portion of gross debt
$
2,699,992

 
$
2,716,145

Less: Unamortized debt issuance costs/debt discount
(27,657
)
 
(29,632
)
Long-term debt, net
$
2,672,335

 
$
2,686,513

 
 
 
 
Supplemental information under 2016 Credit Agreement:
 
 
 
Letters of credit(b)
$
51,300

 
$
51,314

Remaining borrowing capacity on revolving credit facility(c)
$
768,700

 
$
768,686

(b) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries.
(c) Contingent on maintaining compliance with the financial covenants as defined in the Company’s 2016 Credit Agreement.
2016 Credit Agreement
On February 10, 2020, the Company entered into an eighth amendment (“the Eighth Amendment”) to the 2016 Credit Agreement making certain changes to the previously amended credit agreement, including among other things, effectuating financial covenant amendments and increasing the Company’s capacity to incur additional incremental loan facilities up to $1.4 billion in connection with the acquisition of eNett and Optal. The amendments set forth in the Eighth Amendment only become effective concurrently with the closing of the acquisition of eNett and Optal, if it occurs. Refer to Note 4, Acquisitions, for more information regarding the status of this purchase agreement.
As of March 31, 2020, under the 2016 Credit Agreement the Company had an outstanding principal amount of $911.2 million on its secured tranche A term loan, an outstanding principal amount of $1.5 billion on its secured tranche B term loan and outstanding letters of credit of $51.3 million drawn against its $820.0 million secured revolving credit facility with a $250.0 million sublimit for letters of credit and $20.0 million sublimit for swingline loans. Under the 2016 Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to exceptions including the assets of WEX Bank and certain foreign subsidiaries. On April 7, 2020, the Company drew down $150.0 million on its secured revolving credit facility, reducing our borrowing capacity to $618.7 million as of that date.
The revolving loans and tranche A term loans outstanding under the 2016 Credit Agreement bear interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. The tranche B term loans bear interest at a variable rate plus a margin equal to 1.25 percent for base rate loans and 2.25 percent for eurocurrency rate loans. As of March 31, 2020 and December 31, 2019, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 3.1 percent and 4.0 percent, respectively. The Company maintains interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 7, Derivative Instruments, for further discussion.
Debt issuance costs incurred in conjunction with the 2016 Credit Agreement and its amendments are being amortized into interest expense over the 2016 Credit Agreement’s term using the effective interest method.    
Debt Covenants
As more fully described in the Company’s Annual Report on Form 10K for the year ended December 31, 2019, the 2016 Credit Agreement and the Indenture contain covenants that limit the ability of the Company and its subsidiaries, including its restricted subsidiaries and, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. As of March 31, 2020, the Company was in compliance with all material covenants of its 2016 Credit Agreement and the Indenture.
Notes Outstanding
As of both March 31, 2020 and December 31, 2019, the Company had $400.0 million of 4.75 percent fixed-rate senior notes outstanding, which will mature on February 1, 2023. Interest is payable semiannually in arrears on February 1 and August 1 of each year. The Company may redeem the Notes at 100.792 percent of principal prior to February 1, 2021. After this date, there is no premium due upon redemption. Upon the occurrence of a change of control of the Company (as defined in the Indenture to the Notes), the Company must offer to repurchase the Notes at 101 percent of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the date of repurchase.
Australian Securitization Facility
During March 2020, the Company extended its securitized debt agreement with MUFG Bank, Ltd., through April 2021. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company’s Australian Securitization Subsidiary. The Australian Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper (“securitized debt”) for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.
The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate was 1.76 percent and 1.80 percent as of March 31, 2020 and December 31, 2019, respectively. The Company had $66.4 million and $78.6 million of securitized debt under this facility as of March 31, 2020 and December 31, 2019, respectively.
European Securitization Facility
The Company maintains a five year securitized debt agreement with MUFG Bank, Ltd., which expires in April 2021. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement is determined by management on a monthly basis. The interest rate was 0.91 percent and 0.63 percent as of March 31, 2020 and December 31, 2019, respectively. The Company had $21.8 million and $25.7 million of securitized debt under this facility as of March 31, 2020 and December 31, 2019, respectively.
Participation Debt
From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings carry a variable interest rate of 1 month to 3 month LIBOR plus a margin of 225 basis points.
The following table provides the amounts outstanding under the participation debt agreements in place:
 
 
March 31, 2020
 
December 31, 2019
(In thousands)
 
Amounts Available(1)
 
Amounts Outstanding
 
Remaining Funding
Capacity
 
Amounts Available(1)
 
Amounts Outstanding
 
Remaining
Funding
Capacity
Short-term debt, net
 
$
80,000

 
$

 
$
80,000

 
$
80,000

 
$
50,000

 
$
30,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Average interest rate
 
 
 
3.38
%
 
 
 
 
 
4.17
%
 
 
(1) Amounts available includes up to $50 million under an agreement that terminates on August 31, 2020 and up to $30 million under an agreement repayable on demand.
Borrowed Federal Funds
WEX Bank borrows from uncommitted federal funds lines to supplement the financing of the Company’s accounts receivable. Our federal funds lines of credit were $380.0 million and $355.0 million as of March 31, 2020 and December 31, 2019, respectively. There were no outstanding borrowings as of March 31, 2020 and $35.0 million of outstanding borrowings as of December 31, 2019 (matured January 14, 2020). The average interest rate on borrowed federal funds was 1.68 percent for the three months ended March 31, 2020 and 2.36 percent for the year ended December 31, 2019.
WEX Latin America Debt
WEX Latin America had debt of $2.4 million and $2.7 million as of March 31, 2020 and December 31, 2019, respectively. This is comprised of credit facilities and loan arrangements related to our accounts receivable. These borrowings are recorded in short-term debt, net. As of March 31, 2020 and December 31, 2019, the interest rate was 29.04 percent and 35.04 percent, respectively.