LONG-TERM DEBT

9 Months Ended

Sep. 30, 2021


NOTE 5 – LONG-TERM DEBT

The Company’s long-term debt consisted of the following:


In millions
	September 30, 2021		December 31, 2020
$1.2 billion Credit Facility, due in 2026	$	301.9	$	173.3
$200 million Term Loan, due in 2026	200.0		422.5
$600 million Senior Notes, due in 2024	600.0		600.0
$500 million Senior Notes, due in 2029	500.0		500.0
Promissory notes and deferred consideration weighted average maturity 1.7 years at 2021 and 2.1 years at 2020	27.4		42.3
Foreign bank debt weighted average maturity 2.9 years at 2021 and 1.1 years at 2020	2.2		32.3
Obligations under finance leases	22.3		24.8
Total debt	1,653.8		1,795.2
Less: current portion of total debt	18.0		91.0
Less: unamortized debt issuance costs	14.8		15.1
Long-term portion of total debt	$	1,621.0	$	1,689.1

The estimated fair value of our debt approximated $1.67 billion and $1.86 billion as of September 30, 2021 and December 31, 2020, respectively. These fair value amounts were estimated using an income approach by applying market interest rates for comparable instruments and developed based on inputs classified as Level 2.

The Company renewed its Credit Agreement, dated as of September 30, 2021, that amended and extended its previous credit agreement dated November 17, 2017. The Credit Agreement provides for a term loan facility under which the Company has outstanding term loans in an aggregate principal amount of $200.0 million and a revolving credit facility of $1.2 billion. The Term Loan and the Credit Facility will mature on September 30, 2026. If the Company's 2024 Senior Notes are still outstanding 91 days prior to their respective maturity date (the “Springing Maturity Date”), then the Credit Agreement maturity date will be the Springing Maturity Date. The proceeds of the Term Loan Facility and loans under the Revolving Credit Facility were used to refinance the loans and other credit extensions that were made under the previous credit agreement. In the three and nine months ended September 30, 2021 and in connection with the Credit Agreement, the Company incurred issuance costs of $4.1 million, of which $0.2 million has been charged to Interest expense, net. The remainder was capitalized as unamortized debt issuance costs and is being amortized to Interest expense, net over the remaining term of the Credit Agreement. A portion, $0.5 million, of unamortized debt issuance costs associated with the previous credit agreement has been charged to Interest expense, net.

The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and all of its material domestic subsidiaries and are guaranteed by certain subsidiaries of the Company, excluding certain excluded subsidiaries pursuant to the Credit Agreement.

The Credit Agreement contains a financial covenant requiring maintenance of a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 as of the end of any fiscal quarter. The Credit Agreement contains a financial covenant requiring maintenance of a maximum Consolidated Leverage Ratio of 4.25 to 1.00 in any fiscal quarter ending before September 30, 2022 and 4.00 to 1.00 for any fiscal quarter ending on or after September 30, 2022, with a leverage holiday if a permitted acquisition or series of related permitted acquisitions involving aggregate consideration in excess of $200.0 million (a “Material Acquisition”) occurs during a fiscal quarter. If a Material Acquisition occurs, the Company shall have the right to increase the maximum Consolidated Leverage Ratio covenant to 4.50 to 1.00 during such fiscal quarter and the subsequent three fiscal quarters.

As of September 30, 2021, the Company was in compliance with its financial covenants. The Credit Agreement Defined Debt Leverage Ratio covenant was 3.40 to 1.00, which was below the allowed maximum ratio of 4.25 to 1.00 as set forth in the Credit Agreement.

The Applicable Interest Rate for loans depends on the Consolidated Leverage Ratio (as defined in the Credit Agreement) for the Company. The tiered pricing is based on the leverage grid provided in the Credit Agreement. Based on the then current Consolidated Leverage Ratio, the initial pricing under the Credit Agreement was set at an Applicable Rate of 1.30% for Eurocurrency Rate/SONIA Daily Rate Loans and 0.30% for Base Rate Loans, and the facility fee is set at a rate of 0.20% times the actual daily amount of the Revolving Credit Facility regardless of usage.

Amounts committed to outstanding letters of credit and the unused portion of the Company’s Credit Facility were as follows:


In millions
	September 30, 2021		December 31, 2020
Outstanding letters of credit under Credit Facility	$	73.0	$	79.5
Unused portion of the Credit Facility	825.2		947.2