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Debt and Other Obligations
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt and Other Obligations Debt and Other Obligations
The company had the following debt arrangements in place as of March 31, 2020 and December 31, 2019:
March 31, 2020December 31, 2019
(In thousands)
Current
Term loan$7,952  $8,057  
Deferred debt issuance costs - term loan(1)
(1,366) (1,409) 
Other short-term debt and obligations138,267  29,762  
Current portion of long term debt and other financial liabilities144,854  36,410  
Non-current
Term loan624,164  634,994  
Deferred debt issuance costs - term loan(1)
(4,285) (4,733) 
Long-term debt, net619,879  630,261  
Total $764,733  $666,671  

(1) According to ASU 2015-03, adopted on January 1, 2016, the Company presents debt issuance costs related to a recognized liability as a direct deduction from the carrying amount of that liability.
(a) Term Loan
On July 25, 2014, Orion entered into a refinancing of its indebtedness. The initial term loan credit facility in USD of $895.0 million was allocated to a term loan facility denominated in USD of $358.0 million and a term loan facility denominated in Euro of €399.0 million with both having an original maturity date of July 25, 2021 (the “Term Loans”). Initial interest was calculated based on three-month EURIBOR (for the Euro denominated loan), or three-month USD-LIBOR (for the USD denominated loan) plus a 3.75% - 4.00% margin depending on leverage ratio. For both EURIBOR and USD-LIBOR a floor of 1.0% applied. At least 1% of the principal amount is required to be repaid per annum; Orion may make additional voluntary repayments. In the years 2015 to 2017 Orion executed several voluntary repayments totaling €56.0 million and $58.0 million.
After several amendments to the credit agreement Orion repriced its EUR- and USD-denominated outstanding term loans during the years 2016 to 2018 and achieved a significant reduction of both interest margins to currently 2.00% for the USD term loan and 2.25% for the Euro term loan. The margin is no longer linked to Orion's net leverage ratio. In addition the EURIBOR and USD-LIBOR floors were reduced to 0.00%. Moreover the durations of both term loans were extended by another three years resulting in a new maturity date of July 25, 2024 (previously July 25, 2021). Other provisions of this credit agreement remained unchanged.
Transaction costs incurred directly in connection with the incurrence of the Euro and U.S. Dollar denominated term loans, thereby reducing their carrying amount, are amortized as finance costs over the term of the loans. Transaction costs incurred in connection with the modifications of the term loan in the years 2016 to 2018 were directly expensed as incurred as the modified terms were not substantially different. In connection with the repricing described above further transaction costs of $0.7 million in 2018 and $3.5 million equivalent in 2017 and $2.1 million equivalent in 2016 were incurred and directly expensed. In 2020, an amount of $0.3 million equivalent related to capitalized transaction costs was amortized and recognized as finance costs in this regard (prior year: $0.3 million equivalent).
On May 11, 2018, Orion entered into a $235.0 million cross currency swap to synthetically convert its US dollar liabilities into EUR to mitigate foreign currency risk. This swap transaction impacts both principal and interest payments associated with debt service and results in a further annual interest payments savings of approximately $4.7 million. The swap became effective on May 15, 2018 and will expire on July 25, 2024, in line with maturity of the term loan.
A portion of the USD-denominated term loan was designated as a hedge of the net investment in a foreign operation to reduce the Company's foreign currency exposure. Since January 1, 2015 the Company had designated $180.0 million of the total USD-denominated term loan held by a Germany based subsidiary as the hedging instrument to hedge the change in net assets of a US subsidiary, which is held by a Germany based subsidiary, to manage foreign currency risk. Due to the new hedging approach utilizing cross currency swap as described above, hedge accounting for the net investment hedge was discontinued on May 15, 2018. An unrealized loss of $2.2 million remains within other comprehensive income until it is recycled through profit and loss upon divestment of the hedged item.
The carrying value as at March 31, 2020 includes the nominal amount of the Term Loans plus accrued unpaid interest less deferred debt issuance costs - term loan of $5.7 million (December 31, 2019: $6.1 million).
(b) Revolving credit facility
To generally safeguard the Company’s liquidity, the Company has entered into a revolving credit facility (“RCF”).
As part of the July 25, 2014 refinancing the then-existing revolving facility was replaced by a €115.0 million multicurrency revolving credit facility with an original maturity date July 25, 2019. Interest is calculated based on EURIBOR (for EUR drawings), and USD-LIBOR (for USD drawings) plus 2.5% - 3.0% margin (depending on leverage ratio). The RCF was not drawn on the respective reporting dates while certain local ancillary facilities reduced the available commitment. Transaction costs in the amount of $3.3 million originally incurred in connection with the RCF are also recorded as deferred expenses and are amortized as finance costs on a straight-line basis over the term of the facility (until July 25, 2019).
An amendment to the Credit Agreement entered into on May 5, 2017 (i) reduced the commitment fee paid on the unused commitments from 40% of the Applicable Rate (as defined in the Credit Agreement) to 35% of the Applicable Rate, (ii) extended the maturity date for the revolving credit facility to April 25, 2021 and (iii) increased the aggregate amount of revolving credit commitments to €175.0 million. All other terms of the Credit Agreement remained unchanged.
Additional Transaction costs in conjunction with the RCF in the amount of $2.3 million incurred in connection with the 2017 amendment to the Credit Agreement are also recorded as deferred expenses and are amortized as finance costs on a straight-line basis over the term of the facility (until April 25, 2021).
On April 2, 2019, the Company entered into the eighth amendment (the “Eighth Amendment”) to the Credit Agreement, among the Company and certain of its subsidiaries, as Borrowers or Guarantors, the Lenders from time to time party thereto and Goldman Sachs Bank US, as administrative agent for the Lenders. The Amendment relates to the revolving credit facility (“RCF”) provided by the Credit Agreement. The Eighth Amendment became effective on April 10, 2019.
The Eighth Amendment:
(i) extended the maturity date for the RCF by three years to April 25, 2024,
(ii) increased the aggregate amount of revolving credit commitments in Euro by €75.0 million to EUR €250.0 million, and
(iii) reduced revolving credit interest expense by way of a new pricing grid that entitles an initial margin of 0.019 when the Company's leverage ratio is between 2.25x and 1.75x (formerly 2.5% when leverage ratio was < 2.30x); currently margin is 2.15% as the Company’s leverage ratio is between 2.75x and 2.25x.
All other terms of the Credit Agreement remain substantially unchanged, including the commitment fee, which remains at 35% of applicable margin.
During the first quarter of 2020, transaction costs of $0.2 million were amortized compared to $0.2 million in the first quarter of 2019. Unamortized transaction costs that were incurred in conjunction with the RCF in July 2014, the Amendment on May 30, 2017 and the Amendment on April 2, 2019, amount to $3.2 million as of March 31, 2020. Unamortized transaction costs as at December 31, 2019 amount to $3.4 million and were incurred in conjunction with the RCF in July 2014 and the Amendment on May 30, 2017.
(c) Local bank loans and other short term borrowings
Orion has established additional local ancillary credit facilities for OEC GmbH and OEC LLC by using overall RCF commitments. As of March 31, 2020, the OEC GmbH facilities had $67.2 million (as of December 31, 2019: $26.4 million) outstanding and the OEC LLC facilities had $27.2 million (prior year: $2.2 million) outstanding. The general terms of those ancillary credit facilities are linked to those terms in RCF which is in particular applicable to the interest rates applied.