DEBT

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

DEBT

DEBT

The Company’s debt obligations consisted of the following:

(dollars in millions)	Maturity Date	Interest Rate	December 31, 2024		December 31, 2023
Term Loans (1)	2030	SOFR plus 1.75%	$	1,030.0	$	1,140.2
Senior Notes - $800 million (2)	2028	3.875%	794.0		792.3
Total debt			1,824.0		1,932.5
Less: current installments of long-term debt			10.4		11.5
Total long-term debt			$	1,813.6	$	1,921.0

(1) Term loans, net of unamortized discounts and debt issuance costs of $8.8 million and $9.8 million at December 31, 2024 and 2023, respectively. The effective interest rate was 3.0% and 3.3% at December 31, 2024 and 2023, 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 debt issuance costs of $6.0 million and $7.7 million at December 31, 2024 and 2023, respectively. The effective interest rate was 4.1% at both December 31, 2024 and 2023.

Minimum future principal payments on long-term debt were as follows:

(dollars in millions)
2025	$	10.4
2026	10.4
2027	10.4
2028	810.4
2029	10.4
Thereafter	986.8
Total	$	1,838.8

Credit Agreement

The Company is a party to the Credit Agreement, which provides for senior secured credit facilities in an initial aggregate principal amount of $1.42 billion, consisting of a tranche of term loans B-3 of $1.04 billion, maturing in 2030, and a revolving credit facility of $375 million, maturing in 2027.

The proceeds from the term loans B-3, together with cash on hand, were used to fully prepay the Company's prior $1.14 billion term loans B-2 pursuant to the terms of an amendment to the Credit Agreement, dated October 15, 2024. Except for their annual interest rate based on an adjusted one-month SOFR (as described in the Credit Agreement) plus a spread of 1.75%, the term loans B-3 have substantially the same terms as the former term loans B-2, including their maturity date. The Company recorded expense of $1.0 million to "Selling, technical, general and administrative" and a gain of $0.2 million to "Other (expense) income, net" (which includes $1.2 million of cash proceeds from the termination of interest rate swaps) in the Consolidated Statements of Operations as a result of this transaction.

Guarantees, Covenants and Events of Default

The obligations of the borrowers (the Company and its subsidiary, MacDermid, Incorporated) under the Credit Agreement are guaranteed, jointly and severally, by certain of their domestic subsidiaries and secured by a first-priority security interest in substantially all of their assets and the assets of the guarantors, including mortgages on material real property, subject to certain exceptions.

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. Subject to certain exceptions, to the extent the borrowers have total outstanding borrowings under the revolving credit facility

greater than 30% of the commitment amount under the revolving credit facility, the Company's first lien net leverage ratio should not exceed 5.0 to 1.0, subject to a right to cure.

The borrowers are required 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, 2024, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $368 million, net of letters of credit, under the revolving credit facility. The Company is required to pay a commitment fee on any undrawn portion of the revolving credit facility which is not material.

Senior Notes

3.875% USD Notes due 2028

The indenture governing the 3.875% USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of 3.875% per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the Company has the option to redeem the 3.875% USD Notes due 2028 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium, or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The 3.875% USD Notes due 2028 are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers 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, 2024 and 2023, respectively, there were no material amounts outstanding under such facilities. The Company had letters of credit outstanding of $7.0 million and $6.2 million at December 31, 2024 and 2023, respectively, which reduced the borrowings available under the various facilities. At December 31, 2024 and 2023, the availability under these facilities totaled approximately $390 million and $392 million, respectively, net of outstanding letters of credit.