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DEBT
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
DEBT

NOTE 6 – DEBT

Long-term debt consisted of the following:

 

In millions

 

 

March 31, 2018

 

 

December 31, 2017

 

Obligations under capital leases

$

19.3

 

 

$

9.4

 

$1.2 billion senior credit facility weighted average rate 2.74% in 2018 and 2.55% in 2017, due in 2022

 

446.9

 

 

 

471.7

 

$950 million term loan weighted average rate 3.20% in 2018 and 2.83% in 2017, due in 2022

 

938.1

 

 

 

950.0

 

$125 million private placement notes 2.68%, due in 2019

 

125.0

 

 

 

125.0

 

$225 million private placement notes 4.47%, due in 2020

 

225.0

 

 

 

225.0

 

$150 million private placement notes 2.89%, due in 2021

 

150.0

 

 

 

150.0

 

$125 million private placement notes 3.26%, due in 2022

 

125.0

 

 

 

125.0

 

$200 million private placement notes 2.72%, due in 2022

 

200.0

 

 

 

200.0

 

$100 million private placement notes 2.79%, due in 2023

 

100.0

 

 

 

100.0

 

$150 million private placement notes 3.18%, due in 2023

 

150.0

 

 

 

150.0

 

Promissory notes and deferred consideration weighted average rate 1.59% in 2018 and 1.49% in 2017 and weighted average maturity 2.9 years in 2018 and 2017

 

153.0

 

 

 

155.9

 

Foreign bank debt weighted average rate 5.38% in 2018 and 6.11% in 2017 and weighted average maturity 1.5 years in 2018 and 1.7 years in 2017

 

87.7

 

 

 

85.2

 

Total debt

 

2,720.0

 

 

 

2,747.2

 

Less: current portion of total debt

 

121.9

 

 

 

119.5

 

Less: unamortized debt issuance costs

 

11.9

 

 

 

12.4

 

Long-term portion of total debt

$

2,586.2

 

 

$

2,615.3

 

Our senior credit facility, term loan, and the private placement notes all require us to comply with the same financial, reporting and other covenants and restrictions, including a restriction on dividend payments.  At March 31, 2018, we were in compliance with all of our financial debt covenants.  Our senior credit facility, term loan, and private placement notes rank pari passu to each other and all other unsecured debt obligations.

At March 31, 2018 and December 31, 2017, we had $118.3 million and $130.8 million, respectively, committed to outstanding letters of credit under our senior credit facility.  The unused portion of the revolving credit facility was $634.8 million and $597.5 million at March 31, 2018 and December 31, 2017, respectively.

The obligations under the senior credit facility, term loan, and the private placement notes agreements are unsecured.  All of these agreements contain a financial covenant to maintain a Consolidated Leverage Ratio of 3.75 to 1.00 at the end of any fiscal quarter.  Following the settlement payment with respect to the pending small quantity customer class action lawsuit (see Note 14 – Legal Proceedings), and provided the pro-forma Consolidated Leverage Ratio is at least 3.50 to 1, the Company has the option to adjust the requirement to 4.00 to 1.00 for up to 2 consecutive quarters for any fiscal quarter ending on or before September 30, 2018.

On March 23, 2018, the Company entered into certain amendments to its senior credit facility, term loan, and private placement note agreements related to the definition of EBITDA (as described in the credit agreements).  The amendments allow for certain add-backs, up to a maximum of $200.0 million on a trailing twelve month basis, related to cash charges associated with Business Transformation, operational optimization and litigation matters, to the calculation of EBITDA for debt covenant compliance purposes.  These amendments are in effect from January 1, 2018 through December 31, 2019.  The interest rate calculation related to these agreements is subject to adjustment based on unadjusted leverage, which is calculated excluding the add-backs.  If this unadjusted leverage is above 3.75, the interest rate on the senior credit facility and term loan would increase by 0.25%.  The adjustment for the private placement notes would be calculated as follows:

If the unadjusted leverage is above 3.75, the interest rate would increase:

 

a)

by 0.50% if the Company has a rating of BBB or better by S&P (or an equivalent rating by another rating agency),

 

b)

by an additional 0.25% if the Company has a rating of BBB- by S&P (or an equivalent rating by another rating agency), for a total of 0.75% above the rate otherwise applicable to such series of notes, and

 

c)

by an additional 0.50% if the Company has no rating or a rating of BB+ or worse by S&P (or an equivalent rating by another rating agency), for a total of 1.25% above the rate otherwise applicable to such series of notes.

The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” and accounted for the refinance as a modification.