DEBT, FINANCIAL GUARANTEES AND FACTORING ARRANGEMENTS

The Company’s debt consisted of the following:



(amounts in millions)	March 31, 2015			December 31, 2014
Borrowings under lines of credit, weighted average interest rate of 3.41% at March 31, 2015	$	173.3		$	—

USD Notes, due 2022, interest at 6.50%	1,101.0			—
EUR Notes, due 2023, interest at 6.00%	375.7			—
First lien secured credit facility, due 2020, interest at the greater of 4.50% or LIBOR plus 3.5%, weighted average interest rate of 4.26% at March 31, 2015	741.8			743.7
USD Incremental Loans, due 2020, interest at the greater of 4.50% or LIBOR plus 3.50%, weighted average interest rate of 4.26% at March 31, 2015.	294.4			294.9
New Tranche B Term Loans, due 2020, interest at the greater of 4.50% or LIBOR plus 3.50%, weighted average interest rate of 4.26% at March 31, 2015	128.7			129.0
New Tranche B-2 Term Loans, due 2020, interest at the greater of 4.75% or LIBOR plus 3.75%, weighted average interest rate of 4.75% at March 31, 2015	493.9			—
Euro Tranche Term Loans, due 2020, interest at the greater of 4.25% or LIBOR plus 3.25%, weighted average interest rate of 4.25% at March 31, 2015	217.9			246.2
New Euro Tranche Term Loans, due 2020, interest at the greater of 4.25% or LIBOR plus 3.25%, weighted average interest rate of 4.25% at March 31, 2015	87.1			—
Other	4.7			2.1
Total debt	3,445.2			1,415.9
Less: current portion debt	(20.8		)	(15.1		)
Total long-term debt	$	3,424.4		$	1,400.8

Minimum future principal payments on long-term debt for the next five years and thereafter are as follows:



(amounts in millions)	Principal Payments
2015	$	20.8
2016	20.7
2017	20.4
2018	20.3
2019	20.3
Thereafter	3,342.7
Total	$	3,445.2

Second Amended and Restated Credit Agreement

On August 6, 2014, we amended and restated our senior secured credit facilities by entering into Amendment No. 2 to the First Lien Credit Agreement and the Second Amended and Restated Credit Agreement, and agreeing on the implementation of certain Further Amendments to the Second Amended and Restated Credit Agreement. Upon consummation of the CAS Acquisition on November 3, 2014, the Further Amendments became effective, increasing (i) our existing U.S. Dollar revolving credit facility to $87.5 million and (iii) our existing multicurrency revolving credit facility to $87.5 million. On the date of the CAS Acquisition, we also borrowed (i) an aggregate principal amount of $130 million in New Tranche B Term Loans, (ii) $60.0 million under the U.S. Dollar Revolving Credit Facility, and (iii) €55.0 million under the multicurrency Revolving Credit Facility. The amounts under (ii) and (iii) in the immediately preceding sentence were both settled by December 31, 2014. In addition, Euro Tranche Term Loans in an aggregate amount of €205 million were borrowed by MAS Holdings and NAIP, subsidiaries of Platform.

Pursuant to the Further Amendments, certain additional domestic and foreign subsidiaries of Platform and MacDermid became guarantors under our Amended and Restated Credit Agreement, and certain additional collateral was pledged to secure our obligations incurred under the Euro Tranche Term Loans and the other loans incurred under the Revolving Credit Facility. With the exception of this collateral package and the interest rate, the terms of the Euro Tranche Term Loans are substantially similar to Platform’s New Tranche B Term Loans and bear interest at a rate per annum equal to an applicable margin plus an adjusted Eurocurrency Rate, calculated as set forth in the Amended and Restated Credit Agreement. The Euro Tranche Term Loans mature on June 7, 2020.

On October 1, 2014, we and MacDermid, as borrowers, MacDermid Holdings, certain subsidiaries of MacDermid Holdings and Platform, and Barclays Bank PLC, as collateral and administrative agent and incremental lender, entered into the Incremental Amendment to the Second Amended and Restated Credit Agreement for USD Incremental Loans in an aggregate principal amount of $300 million. Except as set forth in the Incremental Amendment, such USD Incremental Loans have identical terms as our existing Tranche B term loans and are otherwise subject to the provisions of the Second Amended and Restated Credit Agreement. The proceeds from the Incremental Amendment were used to finance the Agriphar Acquisition.

On February 13, 2015, we entered into and closed the transactions contemplated by Amendment No. 3 to the Second Amended and Restated Credit Agreement, which, among other things, provided for (i) New Tranche B-2 of Term Loans denominated in U.S. dollars in an aggregate principal amount of up to $500 million, (ii) an increase in the size of the existing Euro Tranche Term Loans by €83.0 million to €287 million, (iii) an increase in the size of the existing U.S. Dollar revolving credit facility by $75.0 million to $163 million, and (iv) an increase in the size of the existing multicurrency revolving credit facility by $75.0 million to $163 million. Concurrently with the closing of the Arysta Acquisition, we borrowed (i) $500 million of New Tranche B-2 Term Loans (less original issue discount of 1%), (ii) an additional €83.0 million of New Euro Tranche Term Loans (less original issue discount of 2%), and (iii) $160 million under the U.S. Dollar Revolving Credit Facility to fund a portion of the cash consideration for the Arysta Acquisition.

The New Tranche B-2 Term Loans bear interest at a rate per annum equal to 3.75% plus an adjusted Eurocurrency rate, or 2.75% plus an adjusted base rate, calculated as set forth in the Amended and Restated Credit Agreement, and mature on June 7, 2020. Pursuant to Amendment No. 3, the previously existing New Tranche B Term Loans now bear interest at 3.50% per annum plus an adjusted Euro currency rate, or 2.50% plus an adjusted base rate, calculated as set forth in the Amended and Restated Credit Agreement. Revolving loans under the Amended and Restated Credit Agreement bear interest at a rate per annum equal to 3.00% plus an adjusted Eurocurrency rate, or 2.00% plus an adjusted base rate, each as calculated as set forth in the Amended and Restated Credit Agreement, and mature on June 7, 2018.

Except as set forth in Amendment No. 3 and above, the New Tranche B-2 Term Loans have identical terms as the existing New Tranche B Term Loans and are otherwise subject to the provisions of the Amended and Restated Credit Agreement.

Covenants and Events of Default

Our Amended and Restated Credit Agreement contains customary covenants including limitations on additional indebtedness, dividends and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Amendment No. 3, among other things, provides additional flexibility with respect to certain negative covenants, including by increasing certain dollar baskets as compared to the previous amendments. Our Revolving Credit Facility also imposes a financial covenant requiring us, if our borrowings under the Revolving Credit Facility and letter of credit obligations exceed 25% of the revolving credit commitments as of the last day of any fiscal quarter, to maintain a 6.5 to 1.0 ratio of (x) consolidated indebtedness secured by a first lien minus unrestricted cash and cash equivalents of the borrowers and guarantors under the our Amended and Restated Credit Agreement to (y) consolidated EBITDA for the four most recent fiscal quarters, subject to a right to cure. As of March 31, 2015, the Company was in compliance with the debt covenants contained in its credit facilities.

Our Amended and Restated Credit Agreement also contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of certain covenants, inaccuracy of representations and warranties, failure to make payment on certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, payment of any outstanding loans under our Amended and Restated Credit Agreement may be accelerated. Borrowings under our Amended and Restated Credit Agreement are also subject to mandatory prepayment from the proceeds of certain dispositions of assets and from certain insurance and condemnation proceeds, excess cash flow and debt incurrences, in each case, subject to customary carve-outs and exceptions.

Guarantees

The obligations of Platform and MacDermid, as borrowers, under our Amended and Restated Credit Agreement are guaranteed by our current and future direct and indirect domestic subsidiaries. Certain of our foreign subsidiaries also guarantee the Obligations of MAS BV and NAIP with respect to the Euro Tranche Term Loans and New Euro Tranche Term Loans. Pursuant to the Security Agreement, our obligations under the Amended and Restated Credit Agreement are secured by a security interest in substantially all of the personal property, whether owned on the date the Security Agreement, or entered into or acquired in the future, of Platform and MacDermid, as borrowers, and the guarantors listed in the Security Agreement, including the pledge by Platform, MacDermid and guarantors generally of 100% of the voting common stock and other equity interests in all of their respective domestic subsidiaries and 65% of the voting common stock and other equity interests in all of their respective directly owned non-domestic subsidiaries (in each case, whether existing on the date the Security Agreement or entered into or acquired thereafter), subject to certain exceptions contained in the Amended and Restated Credit Agreement and the Security Agreement.

Notes Offering

In connection with the Arysta Acquisition, on February 2, 2015, we completed the private offering of $1.10 billion aggregate principal amount of 6.50% USD Notes due 2022, and €350 million aggregate principal amount of 6.00% EUR Notes due 2023, plus original issue premium of $1.0 million. The Notes are governed by an indenture, dated February 2, 2015, as amended by a first supplemental indenture dated February 13, 2015. The 6.50% USD Notes due 2022 and the 6.00% EUR Notes due 2023 mature on February 1, 2022 and February 1, 2023, respectively, unless earlier redeemed. The 6.50% USD Notes due 2022 and the 6.00% EUR Notes due 2023 bear interest at a rate of 6.50% and 6.00% per year, respectively, until maturity. Interest is payable in cash, semi-annually in arrears, on February 1 and August 1 of each year, beginning on August 1, 2015. Platform will make each interest payment to the holders of record to be determined on the immediately preceding January 15 and July 15.

The Notes are (i) Platform’s senior unsecured obligations, rank equally in right of payment with all of Platform’s existing and future senior unsecured debt and rank senior in right of payment to all of Platform’s existing and future unsecured subordinated debt; (ii) effectively subordinated to Platform’s secured indebtedness, including the debt outstanding under Platform’s amended and restated credit agreement, to the extent of the value of the assets securing such debt, and are structurally subordinated to indebtedness and other liabilities, including trade payables, of Platform’s non-guarantor subsidiaries; and (iii) jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis generally by our current and future direct and indirect domestic subsidiaries that guarantee our Amended and Restated Credit Agreement.

Lines of Credit and Other Debt Facilities

The Company carries various lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. As of March 31, 2015, borrowings under such facilities totaled $173 million. At December 31, 2014, there were no borrowings under such facilities. The Company also had letters of credit outstanding of $15.8 million and $1.0 million at March 31, 2015 and December 31, 2014, respectively, which reduce the borrowings available under the various credit facilities. At March 31, 2015 and December 31, 2014, the availability under these facilities was approximately $201 million and $195 million, respectively, net of outstanding letters of credit. As of March 31, 2015, interest rates on such facilities ranged from 0.25% to 25.00%.

Financial Guarantees and Factoring Arrangements

The Company periodically enters into certain arrangements with vendors and customers under which it provides guarantees to financial institutions for loans entered into between the its vendors and customers and the financial institutions, the proceeds of which are used to settle outstanding accounts receivables. Such liabilities are included in Financial guarantees and factoring on the Company's Condensed Consolidated Balance Sheet.

The Company also utilizes accounts receivable factoring arrangements as a part of its working capital management strategies. Total current capacity under such programs is approximately $244 million at March 31, 2015. Under these arrangements, factored accounts receivable may be transferred with with or without recourse. Account receivable balances related to arrangements not having meet the derecognition criteria, remain recorded in Account receivable, and the related liabilities are included in Financial guarantees and factoring on the Company's Condensed Consolidated Balance Sheet, as the the risks and rewards of ownership have not been transferred.

As of March 31, 2015 and December 31, 2014, the Company's Financial guarantees and factoring liability totaled $89.9 million and zero, respectively.