DEBT, FACTORING AND CUSTOMER FINANCING ARRANGEMENTS

The Company’s debt consisted of the following:



		December 31,
(amounts in millions)		2016			2015
USD Senior Notes due 2022, interest at 6.50%	⁽¹⁾	$	1,083.2		$	1,081.1
EUR Senior Notes due 2023, interest at 6.00%	⁽¹⁾	362.4			374.0
USD Senior Notes due 2021, interest at 10.375%	⁽¹⁾	489.0			487.5
First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 5.50% or LIBOR plus 4.50%	⁽²⁾	—			2,631.3
First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 4.50% or LIBOR plus 3.50%	⁽²⁾	582.5			—
First Lien Credit Facility - U.S. Dollar Term Loans due 2021, interest at the greater of 5.00% or LIBOR plus 4.00%	^{(2) (3)}	1,444.2			—
First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 5.50% or EURIBOR plus 4.50%,	⁽²⁾	—			619.2
First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 4.25% or EURIBOR plus 3.25%	⁽²⁾	726.5			—
First Lien Credit Facility - Euro Term Loans due 2021, interest at the greater of 4.75% or EURIBOR plus 3.75%	^{(2) (3)}	450.7			—
Borrowings under the Revolving Credit Facility, interest at LIBOR plus 3.00%		—			—
Borrowings under lines of credit	⁽⁴⁾	86.0			16.7
Other		14.5			18.5
Total debt and capital lease obligations		5,239.0			5,228.3
Less: current portion debt and capital lease obligations		(116.1		)	(54.7		)
Total long-term debt and capital lease obligations		$	5,122.9		$	5,173.6

⁽¹⁾ Net of unamortized premium, discounts and debt issuance costs of $33.4 million and $37.5 million at December 31, 2016 and 2015, respectively. Weighted average effective interest rate of 7.81% and 7.79% at December 31, 2016 and 2015, respectively.

⁽²⁾ First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $64.0 million and $81.7 million at December 31, 2016 and 2015, respectively. Weighted average effective interest rate of 5.64% and 6.52% as of December 31, 2016 and 2015, respectively, including the effects of interest rate swaps. Refer to Note 10, Derivative Instruments, for further information regarding the Company's interest rate swaps.

⁽³⁾ The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion, 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021.

⁽⁴⁾ Weighted average interest rate of 4.48% and 4.28% as of December 31, 2016 and 2015, respectively.

Minimum future principal payments on long-term debt and capital lease obligations were as follows:



(amounts in millions)		Long-Term Debt		Capital Leases		Total
2017		$	32.8	$	0.9	$	33.7
2018		32.8		0.8		33.6
2019		32.8		0.6		33.4
2020		1,321.4		0.5		1,321.9
2021	^(*)	2,444.6		1.1		2,445.7
Thereafter		1,371.5		0.7		1,372.2
Total		$	5,235.9	$	4.6	$	5,240.5

^(*) In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion, 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.93 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021, as currently presented in the table above.

Amended and Restated Credit Agreement

The Company is party to the Amended and Restated Credit Agreement, which governs the First Lien Credit Facility and the Revolving Credit Facility (in U.S. Dollar or multicurrency). A portion of the Revolving Credit Facility not in excess of $30.0 million is available for the issuance of letters of credit. The maximum borrowing capacity under the Amended and Restated Credit Agreement totals $500 million, which consists of (i) an aggregate principal amount of up to $250 million under the Revolving Credit Facility to be denominated in U.S. Dollars, and (ii) an aggregate principal amount of up to $250 million under the Revolving Credit Facility to be denominated in multicurrency. Current availability under the Revolving Credit Facility, net of letters of credits, totals $488 million. Loans under the Revolving Credit Facility 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. The Revolving Credit Facility matures on June 7, 2018, and for lenders that consented to an extension, June 7, 2019. The Company is required to pay a quarterly commitment fee of 0.50% on the unused balance of the Revolving Credit Facility.

The Amended and Restated Credit Agreement also provides the Company the ability to incur certain amounts of additional incremental term loans in the future, subject to pro-forma compliance with a financial maintenance covenant and certain other requirements.

On October 14, 2016, the Company entered into Amendment No. 5, and on December 6, 2016, into Amendment No. 6 to its Second Amended and Restated Credit Agreement. These amendments, collectively, and among other things, refinanced the Company’s then existing U.S. Dollar tranche B, B-2 and B-3 term loans, and Euro tranche C-1 and C-2 term loans by creating new U.S. Dollar tranche B-4 and B-5 term loans and new Euro tranche C-3 and C-4 term loans. The proceeds of newly created U.S. Dollar and Euro denominated term loans, each as further described below, were used to prepay in full, and effectively reduce the interest rates of, the then existing term loans. In connection with the term loan refinancing, the Company wrote-off $11.3 million of deferred financing fees and original issuance discounts on the modification of the existing debt, which was recorded in "Other income, (expense) net" in the Consolidated Statement of Operations, and expensed $8.4 million of debt issuance costs, which was recorded in "Selling, technical, general and administrative" expenses in the Consolidated Statement of Operations.

The effects of the term loan refinancing resulting from Amendments No. 5 and 6 were as follows:



(amounts in millions)	Balance before refinancing		Refinancing			Balance after refinancing
U.S. Dollar Tranche B Term Loan due 2020	$	1,151.8	$	(1,151.8	)	$	—
U.S. Dollar Tranche B-2 Term Loan due 2020	491.3		(491.3		)	—
U.S. Dollar Tranche B-3 Term Loan due 2020	1,034.5		(1,034.5		)	—
U.S. Dollar Tranche B-4 Term Loan due 2021	—		1,475.0			1,475.0
U.S. Dollar Tranche B-5 Term Loan due 2020	—		610.0			610.0
Euro Tranche C-1 Term Loan due 2020	309.9		(309.9		)	—
Euro Tranche C-2 Term Loan due 2020	318.3		(318.3		)	—
Euro Tranche C-3 Term Loan due 2021	—		475.1			475.1
Euro Tranche C-4 Term Loan due 2020	—		750.3			750.3
Totals repriced first lien debt	$	3,305.8	$	4.6		$	3,310.4

In connection with the October 2016 refinancing of the Company's previously-existing U.S. Dollar denominated B-1 and B-2 and Euro denominated C-1 term loan tranches, Amendment No. 5 effectively reduced interest rates by 50 basis points for the U.S. Dollar denominated term loans and by 75 basis points for the Euro denominated term loans. The new U.S. Dollar tranche B-4 term loans bear interest at 4.0% per annum, plus an applicable eurocurrency rate, or 3.0% plus an applicable base rate, and the new Euro tranche C-3 term loans bear interest at 3.75% per annum, plus an applicable eurocurrency rate, in each case as calculated in the Amended and Restated Credit Agreement. In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion, 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of the term loans refinanced in the October 2016 refinancing totaling approximately $1.93 billion will be extended to June 7, 2023 from November 2, 2021.

In connection with the December 2016 refinancing of the Company's previously-existing U.S. Dollar denominated B-3 and Euro denominated C-2 term loan tranches, Amendment No. 6 effectively reduced interest rates by 100 basis points for the U.S. Dollar denominated term loans and by 125 basis points for the Euro denominated term loans. The new U.S. Dollar tranche B-5 term loans bear interest at 3.5% per annum, plus an applicable eurocurrency rate, or 2.5% plus an applicable base rate, and the new Euro tranche C-4 term loans bear interest at 3.25% per annum, plus an applicable eurocurrency rate, in each case as calculated in the Amended and Restated Credit Agreement.

Except as set forth in Amendment No. 6 and above, (i) the U.S. Dollar tranche B-5 term loans have identical terms as the U.S. Dollar tranche B-4 term loans and (ii) the Euro tranche C-4 term loans have identical terms as the Euro tranche C-3 term loans and, in each case, are otherwise subject to the provisions of the Amended and Restated Credit Agreement.

The obligations incurred under the Amended and Restated Credit Agreement are guaranteed by substantially all of the Company’s domestic subsidiaries, and with respect to the obligations denominated in Euros, the Company and certain of its international subsidiaries. Substantially all of the Company’s domestic subsidiaries, and certain of its international subsidiaries, have also granted security interests in substantially all of their assets in connection with such guarantees, including, but not limited to, the equity interests and personal property of such subsidiaries.

Covenants, Events of Default and Provisions

The Amended and Restated Credit Agreement contains customary representations and warranties, and affirmative and negative 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. The Revolving Credit Facility also imposes a financial covenant to maintain a first lien net leverage ratio of 6.25 to 1.0, subject to a right to cure. A violation of this financial covenant can become an event of default under the Credit Facilities and result in the acceleration of all of the Company's indebtedness. Borrowings under the Amended and Restated Credit Agreement are 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. In addition, Amendment No. 5 also (i) amended the Restricted Payments basket, as defined in the Amended and Restated Credit Agreement, to limit select forms of restricted payments if such payments would cause the total net leverage ratio, calculated as set forth in the Amended and Restated Credit Agreement, to exceed 6.00 to 1.00, and (ii) requires a prepayment percentage in the case of excess cash flow, both calculated as set forth in the Amended and Restated Credit Agreement, of 75% with step-downs to 50%, 25% and 0% based on the applicable first lien net leverage ratio on the prepayment date.

The 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, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Amended and Restated Credit Agreement may be accelerated and the Company's lenders could foreclose on their security interests in the Company's assets, which may have a material adverse effect on the consolidated financial condition, results of operation or cash flows of the Company.

In addition, the Amended and Restated Credit Agreement contains a yield protection provision wherein the yield on any current indebtedness issued under the Amended and Restated Credit Agreement would be increased to within 50 basis points of the yield on any additional incremental term loan(s), in the event the incremental term loan(s) provided an initial yield, including original issuance discounts, subject to the yield calculation provisions, as defined, is in excess of 50 basis points of the yield on existing term loan indebtedness.

As of December 31, 2016, the Company was in compliance with the debt covenants contained in its Credit Facilities and, in accordance with applicable debt covenants, had full availability of its unused borrowing capacity of $488 million, net of letters of credit, under the Revolving Credit Facility.

Senior Notes

On February 2, 2015, the Company completed the February 2015 Notes Offering of $1.10 billion of 6.50% USD Notes due February 1, 2022, plus original issue premium of $1.0 million, and €350 million of 6.00% EUR Notes due February 1, 2023. Interest on these notes is payable semi-annually in arrears on February 1 and August 1 of each year. On November 10, 2015, the Company completed the November 2015 Notes Offering of $500 million of 10.375% USD Notes due May 1, 2021. Interest on these notes is payable semi-annually in arrears on May 1 and November 1 of each year.

The Senior Notes are governed by indentures which provide, among other things, for customary affirmative and negative covenants, events of default, and other customary provisions. The Company also has the option to redeem the Senior Notes prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The Senior Notes are unsecured and are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the Amended and Restated Credit Agreement.

Lines of Credit and Other Debt Facilities

The Company has access to various revolving lines of credit, short-term debt facilities, and overdraft facilities worldwide which are used to fund short-term cash needs. As of December 31, 2016 and 2015, the aggregate principal amount outstanding under such facilities totaled $86.0 million and $16.7 million, respectively. The Company also had letters of credit outstanding of $32.6 million and $40.0 million as of December 31, 2016 and 2015, respectively, of which $11.8 million and $11.0 million as of December 31, 2016 and 2015, respectively, reduce the borrowings available under the various facilities. As of December 31, 2016 and 2015, the availability under these facilities was approximately $561 million and $618 million, respectively, net of outstanding letters of credit.

Accounts Receivable Factoring Arrangements

Off balance sheet arrangements

The Company has arrangements to sell trade receivables to third parties without recourse to the Company. Under these arrangements, the Company had capacity to sell approximately $256 million and $211 million at December 31, 2016 and 2015, respectively, of eligible trade receivables. The Company had utilized approximately $167 million and $105 million of these arrangements as of December 31, 2016 and 2015, respectively. The receivables under these arrangements are excluded from the Company’s Consolidated Balance Sheets and are included in Operating Activities in the Company’s Consolidated Statements of Cash Flows. Costs associated with these programs are included in Selling, Technical, General and Administrative expenses in the Company’s Consolidated Statements of Operations.

On balance sheet arrangements

The Company has arrangements to sell trade receivables to a third party with recourse to the Company. Under these arrangements, the Company had capacity to sell approximately $65 million and $130 million at December 31, 2016 and 2015, respectively, of eligible trade receivables. The Company had utilized approximately $38.3 million and $71.1 million of these arrangements as of December 31, 2016 and 2015, respectively. The proceeds customer payments from these arrangements are accounted for as Financing Activities in the Company’s Consolidated Statements of Cash Flows. Costs associated with these programs are included in Interest expense, net, in the Company’s Consolidated Statements of Operations.

Some of the Company’s subsidiaries in the United States and the Netherlands periodically enter into arrangements with financial institutions for consignment and/or purchase of precious metals. The present and future indebtedness and liability relating to such arrangements are guaranteed by the Company. The Company’s maximum guarantee liability under these arrangements is limited to an aggregate of $18.0 million.