Debt

Credit Agreement

In September 2014, we entered into a multi-currency credit facility with a syndicate of sixteen banks for which JPMorgan Chase Bank, N.A. acted as Administrative Agent. We used the credit facility for general corporate purposes, including acquisitions of businesses, share repurchases and working capital requirements. As of September 30, 2015, the fair value of our credit facility approximated our book value. This credit facility was replaced by a new credit facility in November, 2015. Refer to Note O Subsequent Event for details.

The credit facility consisted of a $500 million term loan and a $1 billion revolving loan commitment. The revolving loan commitment did not require amortization of principal. The term loan required prepayment of principal at the end of each calendar quarter. The revolving loan and term loan could be repaid in whole or in part prior to the scheduled maturity dates at our option without penalty or premium. The credit facility was scheduled to mature on September 15, 2019, when all remaining amounts outstanding would have been due and payable in full. We would have been required to make principal payments under the term loan of $50 million, $50 million, $75 million and $300 million in 2016, 2017, 2018 and 2019, respectively.

PTC was the sole borrower under the credit facility. The obligations under the credit facility were guaranteed by PTC’s material domestic subsidiaries and 65% of the voting equity interests of PTC’s material first-tier foreign subsidiaries were pledged as collateral for the obligations.

As of September 30, 2015, we had $668.1 million outstanding under the credit facility comprised of the $475 million term loan and a $193.1 million revolving loan. Loans under the credit facility bore interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by PTC as described below. As of September 30, 2015, the annual rate on the term loan and $43.1 million of the revolving loan was 1.875%. The annual rate on $50.0 million of the revolving loan was 1.875%. The annual rate on the remaining $100.0 million revolving loan was 1.75% on September 30, 2015 and was reset to 1.875% on October 6, 2015. Interest rates on borrowings outstanding under the credit facility ranged from 1.25% to 1.5% above an adjusted LIBO rate for Eurodollar-based borrowings or 0.25% to 0.5% above the defined base rate (the greater of the Prime Rate, the Federal Funds Effective Rate plus 0.005%, or an adjusted LIBO rate plus 1%) for base rate borrowings, in each case based upon PTC’s leverage ratio. Additionally, PTC could borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates for those currencies, based on PTC’s leverage ratio. A quarterly commitment fee on the undrawn portion of the credit facility was required, ranging from 0.175% to 0.25% per annum, based upon PTC’s leverage ratio.

The credit facility limited PTC’s and its subsidiaries’ ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; pay dividends (other than to PTC) and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC and its material domestic subsidiaries could not invest cash or property in, or loan to, PTC’s foreign subsidiaries in aggregate amounts exceeding $75 million for any purpose and an additional $150 million for acquisitions of businesses. In addition, under the credit facility, PTC was required to maintain the following financial ratios:


•	a leverage ratio, defined as consolidated funded indebtedness to consolidated trailing four quarters EBITDA, of no greater than 3.00 to 1.00 at any time; and


•	a fixed charge coverage ratio, defined as the ratio of consolidated trailing four quarters EBITDA less consolidated capital expenditures to consolidated fixed charges, of no less than 3.50 to 1.00 at any time.

As of September 30, 2015, our leverage ratio was 2.45 to 1.00, our fixed charge coverage ratio was 6.54 to 1.00 and we were in compliance with all financial and operating covenants of the credit facility.

Any failure to comply with the financial or operating covenants of the credit facility would prevent PTC from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. A change in control of PTC, as defined in the agreement, also would have constituted an event of default, permitting the lenders to accelerate the indebtedness and terminate the credit facility.

We incurred $7.9 million of origination costs in 2014 in connection with entering into the new credit facilities. These origination costs were recorded as deferred debt issuance costs when incurred and were being expensed over the remaining term of the credit facility.

In 2015, 2014 and 2013, we paid $10.1 million, $5.7 million and $5.8 million, respectively, of interest on the credit facilities. The average interest rate on borrowings outstanding during 2015, 2014 and 2013 was approximately 1.7%, 1.6% and 1.7%, respectively.