Debt and Finance Leases

12 Months Ended

Dec. 31, 2019

The Company’s debt and finance leases include the following for the years ended December 31,:



	2019			2018
U.S. Revolver of $84 million maturing in November 2022, $39 million available, bearing interest at LIBOR plus 3.75% at December 31, 2019	$	—		$	—
Multi-currency Revolver of $126 million maturing in November 2022, $48 million available, bearing interest at LIBOR plus 3.75% at December 31, 2019	—			—
Term A-1 Loan Facility borrowings maturing through November 2022 bearing interest at LIBOR plus 3.75%, interest rate of 5.54% at December 31, 2019	133,283			160,000
Term A-2 Loan Facility borrowings maturing through November 2024 bearing interest at LIBOR plus 3.40% (after consideration of 0.60% patronage benefit), interest rate of 5.19% at December 31, 2019	365,592			438,875
Senior Notes due 2024 at a fixed interest rate of 5.50%	495,647			495,647
Canadian dollar based, fixed rate term loans with interest rates ranging from 5.50% to 6.86% and maturity dates ranging from March 2020 through April 2028	83,122			91,304
Other loans	7,285			3,777
Finance lease obligations	2,818			3,124
Total principal payments due	1,087,747			1,192,727
Less: debt premium, original issue discount and issuance costs	(5,604		)	(4,558		)
Total debt	1,082,143			1,188,169
Less: current maturities of long-term debt	(19,448		)	(15,012		)
Long-term debt	$	1,062,695		$	1,173,157

Debt and finance lease payments due during the next five years and thereafter are as follows:



	Finance Lease
	Minimum Lease Payments		Less: Interest		Net Present Value		Debt Principal Payments
2020	$	515	$	187	$	328	$	18,258
2021	515		163		352		9,078
2022	515		138		377		159,927
2023	515		110		405		7,169
2024	515		81		434		868,306
Thereafter	988		66		922		22,191
Total payments	$	3,563	$	745	$	2,818	$	1,084,929

5.50% Senior Notes due 2024

On May 22, 2014, the Company issued $550 million in aggregate principal amount of 5.50 percent senior notes due 2024 (the “Senior Notes”). The Senior Notes were issued and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and non-U.S. persons pursuant to Regulation S under the Securities Act.

During the fourth quarter of 2018, the Company repurchased in the open market $11 million of the Senior Notes and retired them for $10 million plus accrued and unpaid interest. In connection with the retirement of these Senior Notes, the Company recorded a gain in other income of approximately $1 million, which includes the write-off of unamortized debt issuance costs. There were no open market purchases of these notes during the year ended December 31, 2019.

The indenture governing the Senior Notes contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the Senior Notes, to take certain specified actions, subject to certain exceptions, including: creating liens; incurring indebtedness; making investments and acquisitions; engaging in mergers and other fundamental changes; making dispositions; making restricted payments, including dividends and distributions; and consummating transactions with affiliates. Additionally, the Senior Notes contain customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, payment defaults, breach of covenant defaults, bankruptcy defaults, judgment defaults, defaults under certain other indebtedness and changes in control. At December 31, 2019, the Company was in compliance with all covenants under the Senior Notes.

Senior Secured Credit Facility

The Company’s senior secured credit facilities (collectively the “Credit Facility”) consists of a $230 million senior secured term loan (the “Term A-1 Loan Facility”), a $450 million senior secured year term loan (the “Term A-2 Loan Facility” and together with the Term A-1 Facility, the “Term Loan Facilities”), a $100 million revolving credit facility (the “U.S. Revolver”) and a multi-currency revolving credit facility in a U.S. Dollar equivalent amount of $150 million (the “Multi-currency Revolver” and together with the U.S. Revolver, the “Revolving Credit Facility”). The lenders under the Credit Facilities have a first priority security interest in substantially all the Company’s current and future U.S. and Canadian material assets.

In September 2019, the Company entered into an amendment (the “Amendment”) of the Credit Facility under which, among other changes, the lenders have agreed to relax the total net senior first lien secured leverage ratio and interest coverage ratio tests through 2021. The Amendment also increases the interest rate margin on borrowings to be paid to lenders by a maximum of 1.25 percent, subject to operation of a pricing grid which provides for reduced interest rate margins with improved leverage ratios; provides additional collateral for the lenders; and requires the Company to maintain availability under its revolving credit facility in specified amounts that vary to reflect the seasonality of the business. The Amendment reduced the availability of the multi-currency revolver borrowings to $126 million and the U.S. revolver borrowings to $84 million. The Amendment was accounted for as a debt modification and, as such, lender fees of $4 million were capitalized and will be amortized over the remaining term of the Credit Facility and third-party fees of $4 million were expensed as incurred.

The loans under the Credit Facility, as amended, bear interest at either (a) a base rate plus an applicable margin ranging between 2 percent and 3 percent or (b) an adjusted LIBOR rate plus an applicable margin ranging between 3 percent and 4 percent. The applicable margin for borrowings under the Credit Facility is based on a consolidated total net leverage-based pricing grid.

As of December 31, 2019, the Company had $87 million of available borrowings under the Revolving Credit Facility after taking into account $33 million used to secure outstanding letters of credit. The Amendment also requires the Company to maintain between $80 million and $90 million of availability on our revolving credit facility, which is also reflected as a reduction in the available borrowings.

The Credit Facility, as amended, contains a number of covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the Credit Facility, to take certain specified actions, subject to certain exceptions, including: creating liens; incurring indebtedness; making investments and acquisitions; engaging in mergers and other fundamental changes; making dispositions; making restricted payments, including dividends and distributions; and consummating transactions with affiliates. As of December 31, 2019, the Company will be required to maintain a less restrictive consolidated first lien secured net leverage ratio of no greater than 5.60 to 1.00 and an interest coverage ratio of no less than 1.65 to 1.00. These covenant ratios gradually become more restrictive through December 31, 2021 to a first lien secured net leverage ratio of no greater than 3.00 to 1.00 and an interest coverage ratio of no less than 3.00 to 1.00 for the quarterly period ended March 31, 2022. Additionally, the Credit Facility contains customary affirmative covenants for credit facilities of this kind and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, non-payment of interest or principal, breaches of covenants, bankruptcy filing, judgment defaults, defaults under certain other indebtedness and changes in control. As of December 31, 2019, the Company was in compliance with all covenants under the Credit Facility.