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Debt
Feb. 01, 2019
Debt Disclosure [Abstract]  
DEBT DEBT
The Company’s debt and finance lease obligations consisted of the following:
  (dollars in millions)
Maturity DateInterest RateDecember 31, 2019December 31, 2018
USD Term Loans (1)
2026
LIBOR plus 2.00%
$733.4  $—  
Senior Notes - USD 800 million (2)
20255.875%  786.7  784.9  
Senior Notes - USD 1.10 billion (2)
20226.50%  1,067.1  
Senior Notes - EUR 350 million (2)
20236.00%  —  397.4  
First Lien Credit Facility - USD Term Loans (1)
2020
> of 3.50% or LIBOR plus 2.50%
—  624.3  
First Lien Credit Facility - USD Term Loans (1)
2021
> of 4.00% or LIBOR plus 3.00%
—  1,124.7  
First Lien Credit Facility - Euro Term Loans (1)
2020
> of 3.25% or EURIBOR plus 2.50%
—  666.2  
First Lien Credit Facility - Euro Term Loans (1)
2021
> of 3.50% or EURIBOR plus 2.75%
—  685.3  
Borrowings under the Revolving Credit Facility2024
LIBOR plus 2.25%
—  25.0  
Other0.9  1.1  
Total debt and finance lease obligations1,521.0  5,376.0  
Less: current installments of long-term debt and revolving credit facilities7.8  25.3  
Total long-term debt and finance lease obligations$1,513.2  $5,350.7  
(1) Term loans, net of unamortized discounts and debt issuance costs of $9.1 million and $22.4 million at December 31, 2019 and 2018, respectively. Weighted average effective interest rate of 2.2% and 4.6% at December 31, 2019 and 2018, respectively, including the effects of interest rate swaps and net investment hedges. See Note 13, Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges.
(2) Senior notes, net of unamortized premium, discounts and debt issuance costs of $13.3 million and $29.9 million at December 31, 2019 and 2018, respectively. Weighted average effective interest rate of 6.2% and 6.5% at December 31, 2019 and 2018, respectively.
Minimum future principal payments on long-term debt were as follows:
  (dollars in millions)
2020$7.4  
20217.4  
20227.4  
20237.4  
20247.4  
Thereafter1,505.5  
Total$1,542.5  
Credit Agreement
The Company is a party to the Credit Agreement, which provides for senior secured credit facilities in an aggregate principal amount of $1.08 billion, consisting of a revolving facility in an aggregate principal amount of $330 million maturing in 2024 and a term loan in an aggregate principal amount of $750 million maturing in 2026. On the closing date of the Arysta Sale, the $750 million term loan was borrowed under the Credit Agreement. On November 26, 2019, this term loan was subject to a repricing, which provided for a 25 basis point reduction in the interest rate spread applicable to the term loan, as described below.
The Credit Agreement replaced the Company's second amended and restated credit agreement, dated August 6, 2014, as further amended and restated, which was terminated on January 31, 2019, the closing date of the Arysta Sale, when the Company paid down its then existing credit facilities under this agreement and expensed $22.9 million of unamortized premiums, discounts and debt issuance costs, which was recorded in the Consolidated Statement of Operations as "Other (expense) income, net."
Borrowings under the Credit Agreement initially bore interest at a per annum rate equal to a Base Rate, as defined in the Credit Agreement, plus in each case, an applicable interest rate equal to a spread of 1.25% with respect to Base Rate Loans and a spread of 2.25% with respect to Eurocurrency Rate Loans. The Company is required to pay a commitment fee in respect of any undrawn portion of the revolving credit facility of 0.50% per annum, subject to a stepdown to 0.375% based on the Company’s first lien net leverage ratio.
On November 26, 2019, the Company entered into an amendment to the Credit Agreement and repriced its outstanding term loan. Pursuant to the amendment, the applicable interest rate was reduced by 25 basis points to a spread of 1.00% per annum with respect to Base Rate Loans and 2.00% per annum with respect to Eurocurrency Rate Loans. The Base Rate was not amended. The result of the amendment was not material to the Company's Consolidated Financial Statements. The repricing of the term loan is presented on the Consolidated Statements of Cash Flows as $744 million of "Debt proceeds, net of discount" and $744 million "Repayments of borrowings."
The Company's obligations under the Credit Agreement are guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries and secured by a first-priority security interest in substantially all of the assets of the Company and MacDermid, as borrowers, and the guarantors, including mortgages on material real property, subject to certain exceptions.
Covenants, Events of Default and Provisions
The 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 on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. To the extent the borrowers have total outstanding borrowings under the revolving facility (subject to certain exceptions) greater than 30% of the commitment amount under the revolving facility, the Company's first lien net leverage ratio should not exceed 5.0 to 1.0, subject to a right to cure.
The Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of 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 Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors.
At December 31, 2019, the Company was in compliance with the debt covenants contained in the credit facilities of the Credit Agreement and had full availability of its unused borrowing capacity of $325 million, net of letters of credit, under the revolving facility.
Senior Notes
5.875% USD Notes due 2025
The 5.875% USD Notes due 2025 are governed by the 5.875% USD Notes Indenture, which provides, 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 5.875% USD Notes due 2025 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The 5.875% USD Notes due 2025 are unsecured. At December 31, 2019, the 5.875% USD Notes due 2025 were fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that used to guarantee the obligations of the borrowers under the Credit Agreement.
Prior Senior Notes
On February 1, 2019, the Company completed the redemption of all outstanding Prior Senior Notes and, as a result, the Prior Senior Notes Indenture was terminated, releasing the Company and the guarantors named therein from their obligation under the Prior Senior Notes and the Prior Senior Notes Indenture. In connection with this redemption, the Company expensed $44.0 million, consisting of $29.5 million of call premiums and $14.5 million of unamortized premiums, discounts and debt issuance costs, which was recorded in the Consolidated Statement of Operations as "Other (expense) income, net." The Company funded the redemption with a portion of the net proceeds from the Arysta Sale and a portion of the borrowings under the 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. At December 31, 2019 there were no amounts outstanding under such facilities while there was $25.0 million outstanding as of December 31, 2018. The Company also had letters of credit outstanding of $5.7 million and $10.2 million at December 31, 2019 and 2018, respectively, of which $5.3 million and $9.7 million at December 31, 2019 and 2018, respectively, reduced the borrowings available under the various facilities. At December 31, 2019 and 2018, the availability under these facilities was approximately $351 million and $481 million, respectively, net of outstanding letters of credit.