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Long-Term Debt And Notes Payable
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Long-Term Debt and Notes Payable
Commercial paper program - On March 2, 2015, we entered into a commercial paper program (the “CP Program”) from which we may issue short-term, unsecured commercial paper notes (the “Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Notes outstanding under the CP Program at any time not to exceed $500 million. The Notes have maturities of up to 397 days from date of issue. The Notes rank at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2017, there were no outstanding borrowings.  In January 2018, we issued $340 million under the CP Program to fund the acquisition of Crane Currency. On October 23, 2018, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $550 million at any time outstanding. As of December 31, 2018, there were no borrowings outstanding under the CP Program.
Revolving Credit Facility - In December 2017, we entered into a $550 million five year revolving credit agreement (the “2017 Facility”), which replaced an existing $500 million revolving credit facility. The 2017 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. The loan proceeds may be used for general corporate purposes including financing for acquisitions. Interest is based on, at our option, (1) a base rate, plus a margin ranging from 0.0% to 0.50% depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the "Index Debt Rating"), or (2) an adjusted LIBOR for an interest period to be selected by us, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating.  The 2017 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2017 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of the Company. As of December 31, 2018, there were no outstanding borrowings under the 2017 Facility.
The following table summarizes our current maturities of long-term debt as of December 31, 2018 and 2017:
(in millions) December 31,
 
2018
 
2017
Syndicated loan facility (€71.1 million principal value)
 
$
5.3

 
$

Building loan facility (€23.3 million principal value)
 
1.6

 

2.75% notes due December 2018
 

 
250.0

Other deferred financing costs associated with credit facilities
 

 
(0.6
)
Total current maturities of long-term debt
 
$
6.9

 
$
249.4


2.75% notes due December 2018 - In December 2013, we issued five year notes having an aggregate principal amount of $250 million. We issued a notice of redemption on February 7, 2018, with an effective date of March 7, 2018. In March 2018, we used the net proceeds from a public offering of $350 million aggregate principal amount of 4.20% Senior Notes to redeem the $250 million of outstanding 2.75% notes due in December 2018.
The following table summarizes our long-term debt as of December 31, 2018 and 2017:
(in millions) December 31,
 
2018
 
2017
4.45% notes due December 2023
 
$
298.6

 
$
298.4

6.55% notes due November 2036
 
198.2

 
198.1

4.20% notes due March 2048
 
345.9

 

Syndicated loan facility (€71.1 million principal value)
 
76.1

 

Building loan facility (€23.3 million principal value)
 
25.1

 

Other deferred financing costs associated with credit facilities
 
(1.6
)
 
(2.4
)
Total long-term debt (a)
 
$
942.3

 
$
494.1

(a) Debt discounts and debt issuance costs totaled $6.7 and $3.5 as of December 31, 2018 and 2017, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.

4.45% notes due December 2023 - In December 2013, we issued 10 year notes having an aggregate principal amount of $300 million. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at 4.45% per annum, payable semi-annually on June 15 and December 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.56%.
6.55% notes due November 2036 - In November 2006, we issued 30 year notes having an aggregate principal amount of $200 million. The notes are unsecured, senior obligations of us that mature on November 15, 2036 and bear interest at 6.55% per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or in part, at the option of us. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 6.67%.

4.20% notes due March 2048 - On February 5, 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due 2048 (the "2048 Notes"). The 2048 Notes bear interest at a rate of 4.20% per annum and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.29%
The 4.45% notes due December 2023 were issued under an indenture dated as of December 13, 2013. The 6.55% notes due November 2036 were issued under an indenture dated as of April 1, 1991. The 4.20% notes due December 2048 were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
Syndicated Loan and Building Loan Facilities - As part of the acquisition of Crane Currency, we assumed €59 million of borrowings under a €72 million Syndicated Loan Facility Agreement (the “Syndicated Loan Facility”) with the borrower being Crane Currency Malta. The Syndicated Loan Facility allows borrowings under two facilities in the amounts of €49 million (“Facility 1”) and €23 million (“Facility 2”). The proceeds from the Syndicated Loan Facility may be used to purchase equipment for a printing facility in Malta.  As of December 31, 2018, there was €71.1 million (€48.1 million from Facility 1 and €23.0 million from Facility 2) of outstanding borrowings.  The Syndicated Loan Facility requires monthly principal payments, after the facilities are fully drawn, of €0.3 million from October 2018 through March 2032 for Facility 1 and €0.1 million from June 2019 through January 2033 for Facility 2.  Interest is based on EURIBOR, plus a margin of 3.5% and is payable on a monthly basis.  The Syndicated Loan Facility contains customary affirmative and negative covenants, including limitations on the subsidiary with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and payment of dividends. Crane Currency Malta must also maintain a debt service cover ratio ranging from 1.2 to 1.5 over specified periods and a debt-to-equity ratio ranging from 2.5 to 1.5 over specified periods. The Syndicated Loan Facility provides for customary events of default. We also assumed €22.4 million of borrowings under a €27.0 million Building Loan Facility Agreement (the “Building Loan Facility”).  The proceeds from the Building Loan Facility may be used to finance construction of the printing facility in Malta.  As of December 31, 2018, there were €23.3 million of outstanding borrowings.  The Building Loan Facility requires quarterly principal payments of €0.4 million from March 2018 through March 2037.  Interest is 1.5% and is payable on a quarterly basis.  The Building Loan Facility provides for customary events of default.
Other - As of December 31, 2018, we had open standby letters of credit of $57.9 million issued pursuant to a $165.5 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
364-day Credit Agreement and 3-Year Term Loan Credit Agreement - In December 2017, we also entered into (1) a $150 million 364-day Credit Agreement (the “364-day Credit Agreement”), and (2) a $200 million 3-year Term Loan Credit Agreement (the “3-year Term Loan Credit Agreement”). Borrowings were available under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement once certain conditions precedent were satisfied, including consummation of our acquisition of Crane Currency. Interest on loans made under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement accrues, at our option, at a rate per annum equal to (1) a base rate (determined in a customary manner), plus a margin ranging from 0.0% to 0.75% depending upon the Index Debt Rating or (2) an adjusted LIBOR (determined in a customary manner) for an interest period to be selected by us plus a margin ranging from 0.875% to 1.75% depending upon the Index Debt Rating.  A commitment fee begins to accrue on March 5, 2018 (with respect to the 364-day Credit Agreement) and on January 19, 2018 (with respect to the 3-year Term Loan Credit Agreement) on the daily unused portion of the commitments under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement, respectively, at a rate per annum ranging from 0.07% to 0.25% depending on the Index Debt Rating. Each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement contain substantially the same affirmative and negative covenants, including the maximum debt to capitalization ratio, and events of default, as the 2017 Facility. There were no outstanding borrowings under the 364-day Credit Agreement and 3-year Term Loan Credit Agreement as of December 31, 2017. In January 2018, we drew $100 million from the 364-day Credit Agreement and $200 million from the 3-year Term Loan Credit Agreement to fund the acquisition of Crane Currency. In March 2018, we paid $100 million outstanding under the 364-day Credit Agreement after the completion of the Public Offering on February 5, 2018 referenced above. In April 2018, we repaid the $200 million outstanding under our 3-year Term Loan Credit Agreement.
As of December 31, 2018, our total debt to total capitalization ratio was 38%, computed as follows:
(in millions) December 31,
2018
Current maturities of long-term debt
$
6.9

Long-term debt
942.3

Total indebtedness
949.2

Total shareholders’ equity
1,524.2

Capitalization
$
2,473.4

Total indebtedness to capitalization
38
%