XML 67 R18.htm IDEA: XBRL DOCUMENT v3.20.1
Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt

(11) Debt

Lines of Credit

On March 22, 2019, Mobile Mini and certain of its subsidiaries entered into the Second Amended and Restated ABL Credit Agreement dated as of March 22, 2019 (the “Credit Agreement”) with Deutsche Bank AG New York Branch (“Deutsche Bank”), as administrative agent, and the other lenders party thereto. The Credit Agreement provides for a $1 billion first lien senior secured revolving credit facility, which is for borrowing in U.S. Dollars (the “U.S. Subfacility”), in British Pounds and Euros (the “U.K. Subfacility”), and in Canadian Dollars (the “Canadian Subfacility”). The U.S. Subfacility is subject to, among other things, the terms of a borrowing base calculated as a discount to the value of certain pledged U.S. collateral; the U.K. Subfacility is subject to a similar borrowing base that includes certain pledged U.K. collateral; and the Canadian Subfacility is subject to a similar borrowing base that includes certain pledged Canadian collateral.  Under the terms of the Credit Agreement, certain real property will require an appraisal before the value can be considered in the borrowing base of the respective subfacilities. All three borrowing bases are subject to certain reserves and caps customary for financings of this type. The Credit Agreement has an accordion feature that permits, under certain conditions, an increase of up to $500 million of additional commitments. If at any time the aggregate amounts outstanding under the subfacilities exceed the respective borrowing base then in effect, a prepayment of an amount sufficient to eliminate such excess is required to be made. Mobile Mini has the right to prepay loans under the Credit Agreement in whole or in part at any time.  All amounts borrowed under the Credit Agreement must be repaid on or before March 22, 2024.  The Credit Agreement also provides for the issuance of irrevocable standby letters of credit by U.S. lenders in amounts totaling up to $50 million, by U.K.-based lenders in amounts totaling up to $20 million and by Canadian-based lenders in amounts totaling up to $20 million.

Loans made under the (i) U.S. Subfacility bear interest at a rate equal to, at Mobile Mini’s option, either (a) the London interbank offered rate (“LIBOR”) plus an applicable margin (“LIBOR Loans”) or (b) the prime rate plus an applicable margin (“Base Rate Loans”);  (ii) U.K. Subfacility denominated in British Pounds bear interest at LIBOR plus an applicable margin and loans denominated in Euros bear interest at the Euro interbank offered rate plus an applicable margin; and (iii) Canadian Subfacility bear interest at a rate equal to, at Mobile Mini’s option, either (a) the Canadian prime rate plus an applicable margin  or (b) the Canadian Dollar bankers’ acceptance rate  plus an applicable margin.  As of March 31, 2020, the applicable margins are 1.50% for LIBOR Loans and 0.50% for Base Rate Loans.  Mobile Mini is also required to pay an unused line fee in respect of the unutilized commitments under the Credit Agreement at a fee rate of 0.225% per annum, as well as customary letter of credit fees.

Ongoing extensions of credit under the Credit Agreement are subject to customary conditions, including sufficient availability under the respective borrowing base.  The Credit Agreement also contains various financial and nonfinancial covenants which require Mobile Mini to, among other things, comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of the last day of each quarter, upon specified excess availability under the Credit Agreement falling below the greater of (y) $90 million and (z) 10% of the lesser of the then total revolving loan commitment and aggregate borrowing base.  As of March 31, 2020, we were in compliance with the minimum borrowing availability threshold set forth in the Credit Agreement and therefore, are not subject to any financial maintenance covenants.

The U.S. Subfacility is guaranteed by Mobile Mini and certain of its domestic subsidiaries.  The U.K. Subfacility and the Canadian Subfacility are guaranteed by Mobile Mini and certain of its domestic and foreign subsidiaries.  The U.S. Subfacility is secured by a first priority lien on substantially all assets of Mobile Mini and the guarantors of such subfacility.  The U.K. and Canadian Subfacilities are secured by a first priority lien on substantially all of the assets of the borrowers and the guarantors of such subfacilities.  

The Credit Agreement also includes other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type, including events of default relating to a change of control of Mobile Mini.

Senior Notes

We have outstanding $250.0 million aggregate principal amount of 2024 Notes issued at their face value on May 9, 2016.  The 2024 Notes bear interest at a rate of 5.875% per year and mature on July 1, 2024. Interest on the 2024 Notes is payable semiannually in arrears on January 1 and July 1. The 2024 Notes are senior unsecured obligations of the Company and are unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic subsidiaries.

Obligations Under Finance Leases

At March 31, 2020 and December 31, 2019, obligations under finance leases for certain real property and transportation related equipment were $75.5 million and $74.4 million, respectively.  See additional information in Note 12.

Future Debt Obligations

The scheduled maturity for debt obligations for balances outstanding at March 31, 2020 are as follows:

 

 

 

Lines of

Credit

 

 

Senior

Notes

 

 

Finance Lease

Obligations

 

 

Total

 

 

 

(In thousands)

 

2020 (remaining)

 

$

 

 

$

 

 

$

11,283

 

 

$

11,283

 

2021

 

 

 

 

 

 

 

 

14,263

 

 

 

14,263

 

2022

 

 

 

 

 

 

 

 

13,250

 

 

 

13,250

 

2023

 

 

 

 

 

 

 

 

11,854

 

 

 

11,854

 

2024

 

 

557,500

 

 

 

250,000

 

 

 

8,270

 

 

 

815,770

 

Thereafter

 

 

 

 

 

 

 

 

16,613

 

 

 

16,613

 

Total

 

$

557,500

 

 

$

250,000

 

 

$

75,533

 

 

$

883,033