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Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt

10. Debt

Outstanding debt at December 31, 2017 and December 31, 2016 is summarized as follows:

 

(in millions)

 

2017

 

 

2016

 

Revolving credit facility

 

$

 

 

$

 

Senior notes due 2021

 

 

251.9

 

 

 

249.8

 

Other

 

 

26.1

 

 

 

35.7

 

Deferred financing costs

 

 

(3.1

)

 

 

(4.0

)

Total debt

 

 

274.9

 

 

 

281.5

 

Less current portion and short-term borrowings

 

 

(8.2

)

 

 

(12.4

)

Long-term debt

 

$

266.7

 

 

$

269.1

 

 

The balance sheet values of the 2021 Notes as of December 31, 2017 and 2016 are not equal to the face value of the 2021 Notes, $260.0 million, because of original issue discounts (“OID”) included in the applicable balance sheet values.

As of December 31, 2017, the Company had outstanding $26.1 million of other indebtedness that has a weighted-average interest rate of approximately 5.4%.  This debt includes balances on local credit lines and capital lease obligations.

On March 3, 2016, the Company entered into a $225.0 million Asset Based Revolving Credit Facility (as amended, the “ABL Revolving Credit Facility”) with Wells Fargo Bank, N.A. as administrative agent, and JP Morgan Chase Bank, N.A. and Goldman Sachs Bank USA as joint lead arrangers.  The ABL Revolving Credit Facility capacity calculation is defined in the Agreement and dependent on the fair value of inventory and fixed assets of the loan parties, which secure the borrowings. The ABL Revolving Credit Facility has a term of 5 years, and includes a $75.0 million Letter of Credit sublimit, $10.0 million of which can be applied to the German borrower.

In October 2016, the ABL Revolving Credit Facility was amended to accommodate certain previously restricted activates related to the relocation of the Company’s manufacturing operations from Manitowoc, Wisconsin to Shady Grove, Pennsylvania. Among other things, the amendment allows the Company to transfer, sell and/or impair fixed assets located at the Wisconsin facility with limited impact on the availability under the facility.

In April 2017, the ABL Revolving Credit Facility was amended to modify several definitions regarding eligible equipment and inventory as it relates to a key financial partner of the Company. The amendment has had, and is expected to continue to have, a minimal impact on the Company’s daily operations and borrowing limits.

In December 2017, the Company notified the Administrative Agent of its intent to sell its Corporate headquarters in Manitowoc, Wisconsin, and the ABL Revolving Credit Facility was amended to permit that transaction and related restructuring activities.

As of December 31, 2017, the Company did not have an outstanding balance on the ABL Revolving Credit Facility. During the year ended December 31, 2017, the highest daily borrowing was $59.5 million and the average borrowing was $18.4 million, while the average annual interest rate was 3.20%. The interest rate of the ABL Revolving Credit Facility fluctuates based on excess availability.  As of December 31, 2017, the spreads for London interbank offer rate and prime rate borrowings were 1.50% and 0.50%, respectively, with excess availability of approximately $103.6 million, which represents revolver borrowing capacity of $118.1 million less U.S. letters of credit outstanding of $14.4 million.

The ABL Revolving Credit Facility replaced the $1,050.0 million Third Amended and Restated Credit Agreement (the “Prior Senior Credit Facility”), which was entered into on January 3, 2014. The Prior Senior Credit Facility included three different loan facilities.  The first was a revolving facility in the amount of $500.0 million, with a term of five years.  The second facility was a Term Loan A in the aggregate amount of $350.0 million, with a term of five years.  The third facility was a Term Loan B in the amount of $200.0 million, with a term of seven years.

In the first quarter of 2016, the Company terminated the Prior Senior Credit Faciality along with $175.0 million notional amount of float-to-fixed interest rate swaps related to one of its prior term loans, resulting in a loss of $5.9 million for the write-off of deferred financing expenses and $4.3 million for the termination of interest rate swaps. Prior to termination of the Prior Senior Credit Facility in March 2016, the highest daily borrowing was $234.0 million, the average borrowing was $117.4 million, and the average annual interest rate was 3.5%.  

On February 18, 2016, the Company entered into an indenture with Wells Fargo Bank, N.A., as trust and collateral agent, and completed the sale of $260.0 million aggregate principal amount of its 2021 Notes.  Interest on the 2021 Notes is payable semi-annually in February and August of each year. The 2021 Notes were sold pursuant to exemptions from registration under the Securities Act of 1933.

Both the ABL Revolving Credit Facility and indenture governing the 2021 Notes include customary covenants and events of default which include, without limitation, restrictions on indebtedness, capital expenditures, restricted payments, disposals, investments and acquisitions.

Additionally, the ABL Revolving Credit Facility contains a Fixed Charge Coverage springing financial covenant, which measures the ratio of (i) consolidated earnings before interest, taxes, depreciation, amortization and other adjustments as defined in the credit agreement, to (ii) fixed charges, as defined in the related credit agreement. The financial covenant is triggered only if the Company fails to maintain minimum levels of availability under the credit facility. If triggered, the Company must maintain a Minimum Fixed Charge Coverage Ratio of 1.00 to 1.

On March 3, 2016, the Company redeemed its former 8.50% Senior Notes due 2020 (the “Prior 2020 Notes”) and 5.875% Senior Notes due 2022 (the “Prior 2022 Notes”) for $625.5 million and $330.5 million, or 104.250% and 110.167% as expressed as a percentage of the principal amount, respectively.  

The redemption of the Prior 2020 Notes resulted in a loss on debt extinguishment of $31.5 million during the first quarter of 2016 and consisted of $24.6 million related to redemption premium and $6.9 million related to write-off of deferred financing fees.  Previously monetized derivative assets related to fixed-to-float interest rate swaps were treated as an increase to the debt balance of the Prior 2020 Notes and were being amortized to interest expense over the life of the original swap.  As a result of the redemption, the remaining monetization balance of $11.8 million as of March 3, 2016 was amortized as a reduction to interest expense during the first quarter of 2016.

The redemption of the Prior 2022 Notes resulted in a loss on debt extinguishment of $34.6 million during the first quarter of 2016 and consisted of $31.2 million related to redemption premium and $3.4 million related to write-off of deferred financing fees.  Previously, derivative liabilities related to termination of fixed-to-float swaps were treated as a decrease to the debt balance of the Prior 2022 Notes and were being amortized to interest expense over the life of the original swap.  As a result of the redemption, the remaining balance of $0.7 million as of March 3, 2016 was amortized as an increase to interest expense during the first quarter of 2016.

Outstanding balances under the Company's Prior Senior Credit Facility, Prior 2020 Notes and Prior 2022 Notes were repaid with proceeds from the 2021 Notes and a cash dividend from MFS in conjunction with the Spin-Off.

The aggregate scheduled maturities of outstanding debt obligations in subsequent years are as follows (in millions):

 

Year

 

 

 

 

2018

 

$

8.2

 

2019

 

 

6.7

 

2020

 

 

3.8

 

2021

 

 

266.2

 

2022

 

 

0.4

 

Thereafter

 

 

0.7

 

Total

 

$

286.0

 

 

 

The table of scheduled maturities above does not agree to the Company’s total debt as of December 31, 2017 as shown on the Consolidated Balance Sheet due to $8.0 million of OID and $3.1 million of deferred financing costs.

As of December 31, 2017, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2021 Notes.  Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.