Long-Term Debt

12 Months Ended

Dec. 31, 2020

(5)	Long-Term Debt

The following table presents the carrying value and fair value of debt outstanding (in thousands):

	December 31,
	2020					2019
	Carrying Value			Fair Value		Carrying Value			Fair Value
Revolving Credit Facility (a)	$	250,000		$	250,000	$	—		$	—
Term Loan (a)		375,000			375,000		375,000			375,000
2.72% senior notes due February 27, 2020		—			—		150,000			151,547
3.29% senior notes due February 27, 2023		350,000			364,538		350,000			353,216
4.2% senior notes due March 1, 2028		500,000			581,115		500,000			541,546
Credit Line		—			—		—			—
Bank notes payable		40			40		16			16
		1,475,040			1,570,693		1,375,016			1,421,325
Unamortized debt discounts and issuance costs (b)		(6,454	)		—		(5,249	)		—
	$	1,468,586		$	1,570,693	$	1,369,767		$	1,421,325

(a)	Variable interest rate of 1.5% and 2.9% at December 31, 2020 and 2019, respectively.

(b)	Excludes $2,650,000 attributable to the Revolving Credit Facility included in other assets at December 31, 2019.

The fair value of debt outstanding was determined using inputs characteristic of a Level 2 fair value measurement.

The following table presents borrowings and payments under the bank credit facilities (in thousands):

	Year Ended December 31,
	2020			2019			2018
Borrowings on bank credit facilities	$	582,277		$	1,351,158		$	2,302,433
Payments on bank credit facilities		(332,253	)		(1,768,534	)		(2,380,888	)
	$	250,024		$	(417,376	)	$	(78,455	)

The aggregate payments due on the long-term debt in each of the next five years were as follows (in thousands):

2021		40
2022		—
2023		381,250
2024		593,750
2025		—
Thereafter		500,000
	$	1,475,040

The Company has an amended and restated credit agreement (“Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A. as the administrative agent bank, allowing for an $850,000,000 revolving credit facility (“Revolving Credit Facility”) and an unsecured term loan (“Term Loan”) with a maturity date of March 27, 2024. The Credit Agreement provides for a variable interest rate based on the London interbank offered rate (“LIBOR”) or a base rate calculated with reference to the agent bank’s prime rate, among other factors (the “Alternate Base Rate”). The interest rate varies with the Company’s credit rating and is currently 112.5 basis points over LIBOR or 12.5 basis points over the Alternate Base Rate. The Term Loan is repayable in quarterly installments currently scheduled to commence September 30, 2023, in increasing percentages of the original principal amount of the loan, with $343,750,000 due on March 27, 2024. The Term Loan is prepayable, in whole or in part, without penalty. During 2019, the Company repaid $125,000,000 under the Term Loan prior to the originally scheduled installments. The Credit Agreement contains certain financial covenants including an interest coverage ratio and a debt-to-capitalization ratio. In addition to financial covenants, the Credit Agreement contains covenants that, subject to exceptions, restrict debt incurrence, mergers and acquisitions, sales of assets, dividends and investments, liquidations and dissolutions, capital leases, transactions with affiliates and changes in lines of business. The Credit Agreement specifies certain events of default, upon the occurrence of which the maturity of the outstanding loans may be accelerated, including the failure to pay principal or interest, violation of covenants and default on other indebtedness, among other events. Borrowings under the Credit Agreement may be used for general corporate purposes including acquisitions. As of December 31, 2020, the Company was in compliance with all Credit Agreement covenants. The Revolving Credit Facility includes a $25,000,000 commitment which may be used for standby letters of credit. Outstanding letters of credit under the Revolving Credit Facility were $5,063,000 as of December 31, 2020.

On February 27, 2020, upon maturity, the Company repaid in full $150,000,000 of 2.72% unsecured senior notes.

On February 12, 2018, the Company issued $500,000,000 of 4.2% senior unsecured notes due March 1, 2028 (the “2028 Notes”) with U.S. Bank National Association, as trustee. Interest payments of $10,500,000 are due semi-annually on March 1 and September 1 of each year. The Company received cash proceeds of $495,019,000, net of the original issue discount of $705,000 and debt issuance costs of $4,276,000. The 2028 Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The 2028 Notes contain certain covenants on the part of the Company, including covenants relating to liens, sale-leasebacks, asset sales and mergers, among others. The 2028 Notes also specify certain events of default, upon the occurrence of which the maturity of the notes may be accelerated, including failure to pay principal and interest, violation of covenants or default on other indebtedness, among others. The Company used the proceeds from the issuance of the 2028 Notes to fund the acquisition of Higman. The remaining net proceeds of the sale of the 2028 Notes were used for the repayment of indebtedness under the Company’s bank credit facilities.

The Company has $350,000,000 of 3.29% senior unsecured notes due February 27, 2023 (the “2023 Notes”). No principal payments are required until maturity. The 2023 Notes contain certain covenants on the part of the Company, including an interest coverage covenant, a debt-to-capitalization covenant and covenants relating to liens, asset sales and mergers, among others. The 2023 Notes also specify certain events of default, upon the occurrence of which the maturity of the notes may be accelerated, including failure to pay principal and interest, violation of covenants or default on other indebtedness, among others.

The Company has a $10,000,000 line of credit (“Credit Line”) with Bank of America, N.A. (“Bank of America”) for short-term liquidity needs and letters of credit, with a maturity date of June 30, 2021. The Credit Line allows the Company to borrow at an interest rate agreed to by Bank of America and the Company at the time each borrowing is made or continued. The Company had no borrowings outstanding under the Credit Line as of December 31, 2020. Outstanding letters of credit under the Credit Line were $1,007,000 as of December 31, 2020.

The Company also had $40,000 and $16,000 of short-term secured loans outstanding, as of December 31, 2020 and 2019, respectively, related to its South American operations.

As of December 31, 2020, the Company was in compliance with all covenants under its debt instruments.