Long-Term Debt

12 Months Ended

Dec. 31, 2019

Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:



	December 31, 2019	December 31, 2019			December 31, 2018
(amounts in thousands)	Interest Rate	December 31, 2019			December 31, 2018
Senior notes	4.63% - 4.88%	$	800,000		$	800,000
Term loans	1.30% - 3.94%	591,153			474,058
Finance leases and other financing arrangements	1.90% - 6.00%	108,613			98,914
Mortgage notes	1.65%	28,175			30,375
Revolving credit facilities	—%	—			85,000
Installment notes for stock	4.75%	205			962
Unamortized debt issuance costs and original issue discount		(10,774		)	(11,417		)
		1,517,372			1,477,892
Current maturities of long-term debt		(65,846		)	(54,930		)
Long-term debt		$	1,451,526		$	1,422,962



Maturities by year:
2020	$	65,846
2021	27,085
2022	17,461
2023	15,067
2024	573,822
Thereafter	818,091
	$	1,517,372

Summaries of our significant changes to outstanding debt agreements as of December 31, 2019 are as follows:

Senior Notes

In December 2017, we issued $800.0 million of unsecured Senior Notes in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025, and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Each tranche was issued at par. Interest is payable semiannually in arrears each June and December through maturity. Debt issuance costs incurred in 2017 of $11.7 million are being amortized to interest expense over the life of the notes using the effective interest method.

Term Loans

U.S. Facility - In February 2017, we prepaid $375.0 million of outstanding principal with a portion of the proceeds from our IPO. As a result, we recorded a proportional write-off of $5.2 million of unamortized debt issuance costs and $0.9 million of original issue discount to interest expense.

In March 2017, we amended the facility to reduce the interest rate and remove the cap on the amount of cash used in the calculation of net debt. The offering price of the amended term loans was par. Pursuant to this amendment, certain lenders converted their aggregate commitments, along with an additional commitment advanced by a replacement lender. We incurred $1.1 million of debt issuance costs in 2017 related to this amendment, which are being amortized to interest expense over the life of the notes using the effective interest method.

In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility and repaid $787.4 million of outstanding borrowings with the net proceeds from the Senior Notes, which resulted in a principal balance of $440.0 million. In connection with the debt extinguishment, we expensed the related unamortized original discount of $5.9 million, unamortized debt issuance costs of $15.4 million, and bank fees of $1.7 million as a loss on extinguishment of debt within other (income) expense in our consolidated statements of operations. These re-priced term loans were offered at par and bear interest at the further reduced rate of LIBOR (subject to a floor of 0.00%) plus a margin of 1.75% to 2.00%, determined by our corporate credit ratings. This compares favorably to the previous rate of LIBOR (subject to a floor of 1.00%) plus a margin of 2.75% to 3.00%, determined by our net leverage ratio, under the prior amendment. This amendment also modified other terms and provisions, including providing for additional covenant flexibility and additional capacity under the facility, removing the quarterly required repayments of 0.25% of the aggregate principal balance, and conforming to certain terms and provisions of the Senior Notes. The facility is essentially secured by the same collateral and guaranteed by the same guarantors as it was under each of the prior amendments, and we incurred $0.7 million of debt issuance costs related to this amendment, which are being amortized to interest expense over the life of the facility using the effective interest method.

In February 2019, we purchased interest rate caps in order to effectively fix a 3.0% per annum ceiling on the LIBOR component of an aggregate $150 million of our term loans. The caps became effective March 29, 2019 and expire December 31, 2021.

In September 2019, we amended the Term Loan Facility to provide for an incremental aggregate principal amount of $125.0 million and used the proceeds primarily to repay $115.0 million of outstanding borrowings under the ABL Facility. The proceeds were net of the original issue discount of 0.5%, or $0.6 million, as well as $0.6 million in fees and expenses associated with the debt issuance. This amendment requires that approximately $1.4 million of the aggregate principal amount be repaid quarterly until the maturity date. There were no other changes to key terms and the facility maintains its original maturity date in December 2024. At December 31, 2019, the outstanding principal balance, net of original issue discount, was $555.0 million.

Australia Facility - In February 2018, we amended the Australia Senior Secured Credit Facility to include an additional AUD 55 million floating rate term loan facility with a base rate of BBSY plus a margin ranging from 1.00% to 1.10%. We paid a quarterly line fee of 1.25% per annum on the facility commitment. The facility is secured by guarantees of JWA.

In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility. The amended AUD 50.0 million floating rate term loan facility bears interest at a base rate of BBSY plus a margin ranging from 1.00% to 1.10%, includes a line fee of 1.25% on the commitment amount, and matures in February 2023. This facility had an outstanding principal balance of $35.0 million as of December 31, 2019.

Both the term loan and non-term loan portions of the Australia Senior Secured Credit Facility are secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum

consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent.

Other Acquired Facilities - In 2018, we acquired a $11.6 million term loan facility associated with our ABS acquisition, as well as $9.6 million in various term loan facilities associated with our Domoferm acquisition. In December 2018, we terminated the ABS facility having repaid all outstanding borrowings. As of December 31, 2019, we had $0.6 million outstanding under the remaining Domoferm term loan facilities.

Revolving Credit Facilities

ABL Facility - In December 2017, along with the offering of the Senior Notes and repricing of the Term Loan Facility, we amended our ABL Facility, which had a total of $300 million in U.S. and Canadian revolving credit commitments. The facility will mature in December 2022, extended from October 2019, and bears interest primarily at LIBOR (subject to a floor of 0.00%) plus a margin of 1.25% to 1.75%, determined by availability. This compares favorably to the rate of LIBOR (subject to a floor of 0.00%) plus a margin of 1.50% to 2.00% under the previous amendment. Extensions of credit are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies. This amendment also made certain adjustments to the borrowing base and modified other terms and provisions, including providing for additional covenant flexibility, and conforming to certain terms and provisions of the Senior Notes and Term Loan Facility. In connection with the amendment to the ABL Facility, we expensed $0.2 million of unamortized loan fees as a loss on extinguishment of debt within other (income) expense in our consolidated statements of operations.

In December 2018, we amended the ABL Facility, providing for an increase of $100 million to a total of $400 million in U.S. and Canadian revolving credit commitments. The maturity date remains unchanged. In December 2019, we amended our ABL facility to reflect current banking regulatory requirements, which do not have a financial impact. As of December 31, 2019, we had no outstanding borrowings, $35.5 million in letters of credit and $313.1 million available under the ABL Facility.

Australia Senior Secured Credit Facility - In February 2018, we amended the Australia Senior Secured Credit Facility to provide for an AUD 15.0 million floating rate revolving loan facility, an AUD 12.0 million interchangeable facility for guarantees and letters of credit, an AUD 7.0 million electronic payaway facility, an AUD 2.5 million asset finance facility, an AUD 1.0 million commercial card facility and an AUD 5.0 million.

In June 2019, we further amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into a AUD 35.0 million interchangable facility to be used for guarantees, asset financing, and loans of 12 months or less bearing interest at BBSY plus a margin of 1.10% and a line fee of 0.50%, compared to BBSY plus a margin of 0.75% and a line fee of 1.15% on the revolving facility limit under the previous amendment. The non-term loan portion of the Australia Senior Secured Credit Facility no longer has a set maturity date but is instead subject to an annual review. As of December 31, 2019, we had AUD 21.9 million ($15.4 million) available under this facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a line fee of 1.15% is paid on the overdraft facility limit.

Euro Revolving Facility - In January 2019, we allowed our €39 million Euro Revolving Facility to expire due to operating cash generation in Europe as well as expenses and restrictions associated with the facility.

At December 31, 2019, we had combined borrowing availability of $328.5 million under our revolving credit facilities.

Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings with principal payments which began in 2018. At December 31, 2019, we had DKK 187.8 million (or $28.2 million) outstanding under these notes.

Finance leases and other financing arrangements – In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. At December 31, 2019, we had $108.6 million outstanding in this category, with maturities ranging from 2020 to 2026. At December 31, 2018, this category included a $24.5 million build-to-suit capital lease that was reclassified as an operating lease under the recently issued leasing standards and is no longer reflected in long-term debt as of January 1, 2019 (Note 9 - Leases). Increases in this category during 2019 were primarily due to additional equipment financing.

Installment Notes for Stock – We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 10 years depending on the amount, with payments through 2020. As of December 31, 2019, we had $0.2 million outstanding under these notes.

As of December 31, 2019, we were in compliance with the terms of all of our credit facilities.