XML 94 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt Debt
Short-Term Borrowings
The Company utilizes uncommitted lines of credit as needed for its short-term working capital fluctuations. As of December 31, 2019 and 2018, the Company had lines of credit from banks totaling $94.6 million and $88.9 million, respectively. As of December 31, 2019 and 2018, the Company had short-term debt balances outstanding related to draws on the lines of credit of $19.2 million and $9.9 million, respectively.
Long-Term Debt
A summary of long-term debt, net of unamortized debt issuance costs and unamortized original issue discount, and the related weighted average interest rates is shown below (in millions):
December 31,
2019
Debt Instrument
Long-Term Debt
 
Unamortized Debt Issuance Costs
 
Unamortized Original Issue Discount
 
Long-Term
Debt, Net
 
Weighted
Average
Interest
Rate
Credit Agreement — Term Loan Facility
$
234.4

 
$
(1.0
)
 
$

 
$
233.4

 
2.88%
5.25% Senior Notes due 2025 (the "2025 Notes")
650.0

 
(4.2
)
 

 
645.8

 
5.25%
3.8% Senior Notes due 2027 (the "2027 Notes")
750.0

 
(4.7
)
 
(4.1
)
 
741.2

 
3.885%
4.25% Senior Notes due 2029 (the "2029 Notes")
375.0

 
(2.9
)
 
(1.1
)
 
371.0

 
4.288%
5.25% Senior Notes due 2049 (the "2049 Notes")
325.0

 
(3.3
)
 
(5.3
)
 
316.4

 
5.363%
 
$
2,334.4

 
$
(16.1
)
 
$
(10.5
)
 
2,307.8

 
 
Less — Current portion
 
 
 
 
 
 
(14.1
)
 
 
Long-term debt
 
 
 
 
 
 
$
2,293.7

 
 

December 31,
2018
Debt Instrument
Long-Term Debt
 
Unamortized Debt Issuance Costs
 
Unamortized Original Issue Discount
 
Long-Term
Debt, Net
 
Weighted
Average
Interest
Rate
Credit Agreement — Term Loan Facility
$
242.2

 
$
(1.5
)
 
$

 
$
240.7

 
3.92%
5.375% Senior Notes due 2024 (the "2024 Notes")
325.0

 
(2.0
)
 

 
323.0

 
5.375%
2025 Notes
650.0

 
(5.0
)
 

 
645.0

 
5.25%
2027 Notes
750.0

 
(5.3
)
 
(4.6
)
 
740.1

 
3.885%
Other
5.1

 

 

 
5.1

 
N/A
 
$
1,972.3

 
$
(13.8
)
 
$
(4.6
)
 
1,953.9

 
 
Less — Current portion
 
 
 
 
 
 
(12.9
)
 
 
Long-term debt
 
 
 
 
 
 
$
1,941.0

 
 

Senior Notes
The issuance, maturity and interest payment dates of the Company's senior unsecured 2025 Notes, 2027 Notes, 2029 Notes and 2049 Notes (collectively, the "Notes") are as shown below:
Note
Issuance Date
 
Maturity Date
 
Interest Payment Dates
2025 Notes
November 2014
 
January 15, 2025
 
January 15 and July 15
2027 Notes
August 2017
 
September 15, 2027
 
March 15 and September 15
2029 Notes
May 2019
 
May 15, 2029
 
May 15 and November 15
2049 Notes
May 2019
 
May 15, 2049
 
May 15 and November 15


2025 Notes
The Company may redeem the 2025 Notes, in whole or in part, on or after January 15, 2020, at the redemption prices set forth below, plus accrued and unpaid interest to the redemption date.
Twelve-Month Period Commencing January 15,
2025 Notes
2020
102.625
%
2021
101.750
%
2022
100.875
%
2023 and thereafter
100.000
%

2027 Notes
In 2017, the Company issued $750.0 million in aggregate principal amount at maturity of 2027 Notes at a stated coupon rate of 3.8%. The 2027 Notes were priced at 99.294% of par, resulting in a yield to maturity of 3.885%. The proceeds from the offering of $744.7 million, after original issue discount, were used to redeem the outstanding $500.0 million in aggregate principal amount of the 2023 Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a "make-whole" premium of $17.0 million, as well as to refinance a portion of the Company's $500.0 million prior term loan facility (see "— Credit Agreement" below). In connection with these transactions, the Company recognized a loss of $21.2 million on the extinguishment of debt and paid related issuance costs of $6.0 million.
Prior to June 15, 2027, the Company, at its option, may redeem some or all of the 2027 Notes at a redemption price equal to 100% of the principal amount thereof, plus a "make-whole" premium as of, and accrued and unpaid interest to, the redemption date. At any time on or after June 15, 2027, but prior to the maturity date of September 15, 2027, the Company, at its option, may redeem some or all of the 2027 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
2029 and 2049 Notes
In 2019, the Company issued $375.0 million in aggregate principal amount at maturity of 2029 Notes and $325.0 million in aggregate principal amount at maturity of 2049 Notes. The 2029 Notes have a stated coupon rate of 4.25% and were priced at 99.691% of par, resulting in a yield to maturity of 4.288%. The 2049 Notes have a stated coupon rate of 5.25% and were priced at 98.32% of par, resulting in a yield to maturity of 5.363%.
The net proceeds from the offering were $693.3 million after original issue discount. The proceeds were used to redeem the $325.0 million in aggregate principal amount of the 2024 Notes at a redemption price equal to 102.688% of the principal amount of such 2024 Notes, plus accrued interest, as well as to finance the acquisition of Xevo (Note 3, "Acquisitions") and for general corporate purposes.
In connection with these transactions, the Company recognized a loss of $10.6 million on the extinguishment of debt and paid related issuance costs of $6.5 million.
Covenants
Subject to certain exceptions, the indentures governing the Notes contain restrictive covenants that, among other things, limit the ability of the Company to: (i) create or permit certain liens and (ii) consolidate, merge or sell all or substantially all of the Company’s assets. The indentures governing the Notes also provide for customary events of default. As of December 31, 2019, the Company was in compliance with all covenants under the indentures governing the Notes.
Credit Agreement
In 2017, the Company entered into an unsecured credit agreement (the "Credit Agreement") consisting of a $1.75 billion revolving credit facility (the "Revolving Credit Facility") and a $250.0 million term loan facility (the "Term Loan Facility"). The maturity date of the Revolving Credit Facility is August 8, 2023, and the maturity date of the Term Loan Facility is August 8, 2022. In connection with this transaction, the Company borrowed $250.0 million under the Term Loan Facility and paid related issuance costs of $5.7 million. At the same time, the Company terminated its previously existing credit agreement, which consisted of a $1.25 billion revolving credit facility and a $500 million term loan facility, and repaid amounts outstanding under the term loan facility of $453.1 million.
In 2019, aggregate borrowings and repayments under the Revolving Credit Facility were $30.0 million. In 2018, there were no borrowings or repayments under the Revolving Credit Facility. In 2017, aggregate borrowings and repayments under the Revolving Credit Facility and prior revolving credit facility were $109.5 million.
As of December 31, 2019 and 2018, there were no borrowings outstanding under the Revolving Credit Facility.
In 2019, 2018 and 2017, the Company made required principal payments under the Term Loan Facility of $7.8 million, $6.3 million and $1.6 million, respectively. In addition, in 2017, the Company made required principal payments under the prior term loan facility of $15.6 million, as well as a payment of $453.1 million in connection with the Credit Agreement described above.
Advances under the Revolving Credit Facility and the Term Loan Facility generally bear interest based on (i) the Eurocurrency Rate (as defined in the Credit Agreement) or (ii) the Base Rate (as defined in the Credit Agreement) plus a margin, determined in accordance with a pricing grid. As of December 31, 2019, the ranges and rates are as follows (in percentages):
 
 
Eurocurrency Rate
 
Base Rate
 
 
Minimum
 
Maximum
 
Rate as of
December 31, 2019
 
Minimum
 
Maximum
 
Rate as of
December 31,
2019
Revolving Credit Facility
 
1.00
%
 
1.60
%
 
1.10
%
 
0.00
%
 
0.60
%
 
0.10
%
Term Loan Facility
 
1.125
%
 
1.90
%
 
1.25
%
 
0.125
%
 
0.90
%
 
0.25
%

A facility fee, which ranges from 0.125% to 0.30% of the total amount committed under the Revolving Credit Facility, is payable quarterly.
Covenants
The Credit Agreement contains various customary representations, warranties and covenants by the Company, including, without limitation, (i) covenants regarding maximum leverage, (ii) limitations on fundamental changes involving the Company or its subsidiaries and (iii) limitations on indebtedness and liens. As of December 31, 2019, the Company was in compliance with all covenants under the Credit Agreement.
Other
As of December 31, 2018, other long-term debt consisted of amounts outstanding under capital leases.
Scheduled Maturities
As of December 31, 2019, scheduled maturities related to the Credit Agreement — Term Loan Facility for the five succeeding years, as of the date of this Report, are shown below (in millions):
2020
$
14.1

2021
14.1

2022
206.2

2023

2024