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Annual report pursuant to Section 13 and 15(d)

DEBT AND CREDIT FACILITIES

v3.10.0.1
DEBT AND CREDIT FACILITIES
 12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]
DEBT AND CREDIT FACILITIES
NOTE 6 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt:
(In Millions)
December31, 2018
Debt Instrument
Annual Effective Interest Rate
Total Principal Amount
Debt Issuance Costs
Unamortized Discounts
Total Debt
Senior Secured Notes:
$400 Million 4.875% 2024 Senior Notes
5.00%
$
400.0

$
(5.7
)
$
(2.2
)
$
392.1

Unsecured Notes:
$700 Million 4.875% 2021 Senior Notes
4.89%
124.0

(0.2
)
—

123.8

$316.25 Million 1.50% 2025 Convertible Senior Notes
6.26%
316.3

(5.5
)
(75.6
)
235.2

$1.075 Billion 5.75% 2025 Senior Notes
6.01%
1,073.3

(9.9
)
(14.6
)
1,048.8

$800 Million 6.25% 2040 Senior Notes
6.34%
298.4

(2.3
)
(3.3
)
292.8

ABL Facility
N/A
450.0

N/A

N/A

—

Fair Value Adjustment to Interest Rate Hedge
0.2

Long-term debt
$
2,092.9

(In Millions)
December 31, 2017
Debt Instrument
Annual Effective Interest Rate
Total Principal Amount
Debt Issuance Costs
Unamortized Discounts
Total Debt
Senior Secured Notes:
$400 Million 4.875% 2024 Senior Notes
5.00%
$
400.0

$
(7.1
)
$
(2.6
)
$
390.3

Unsecured Notes:
$400 Million 5.90% 2020 Senior Notes
5.98%
88.9

(0.2
)
(0.1
)
88.6

$500 Million 4.80% 2020 Senior Notes
4.83%
122.4

(0.3
)
(0.1
)
122.0

$700 Million 4.875% 2021 Senior Notes
4.89%
138.4

(0.3
)
(0.1
)
138.0

$316.25 Million 1.50% 2025 Convertible Senior Notes
6.26%
316.3

(6.6
)
(85.6
)
224.1

$1.075 Billion 5.75% 2025 Senior Notes
6.01%
1,075.0

(11.3
)
(16.5
)
1,047.2

$800 Million 6.25% 2040 Senior Notes
6.34%
298.4

(2.4
)
(3.4
)
292.6

ABL Facility
N/A
550.0

N/A

N/A

—

Fair Value Adjustment to Interest Rate Hedge
1.4

Long-term debt


$
2,304.2


Outstanding Senior Secured Notes
Our Senior Secured Notes bear interest at a rate of 4.875% per annum, which is payable semi-annually in arrears on January 15 and July 15 of each year. The Senior Secured Notes mature on January 15, 2024 and are secured senior obligations of the Company.
Our Senior Secured Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of our material domestic subsidiaries and are secured (subject in each case to certain exceptions and permitted liens) by (i) a first-priority lien on substantially all of our assets and the assets of the guarantors, and (ii) a second-priority lien on the ABL Collateral (as defined below), which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility.
The terms of the Senior Secured Notes contain certain covenants; however, there are no financial covenants. Upon the occurrence of a change of control triggering event, as defined in the indenture, we will be required to offer to purchase the notes of the applicable series at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
The following is a summary of redemption prices for our 2024 Senior Secured Notes:
Redemption Period1
Redemption Price
Restricted Amount
Prior to January 15, 2021 - using proceeds of equity issuance2
104.875
%
Up to 35% of original aggregate principal
Prior to January 15, 20212
100.000
Prior to January 15, 2021
103.000
Up to 10% of original aggregate principal
Beginning on January 15, 2021
102.438
Beginning on January 15, 2022
101.219
Beginning on January 15, 2023
100.000
1Plus accrued and unpaid interest, if any, up to but excluding the redemption date.
2Plus a "make-whole" premium.
Outstanding Unsecured Senior Notes
The following represents a summary of our unsecured senior notes' maturity and interest payable due dates:
Debt Instrument
Maturity
Interest Payable
(until maturity)
$700 Million 4.875% 2021 Senior Notes
April 1, 2021
April 1 and October 1
$1.075 Billion 5.75% 2025 Senior Notes
March 1, 2025
March 1 and September 1
$800 Million 6.25% 2040 Senior Notes
October 1, 2040
April 1 and October 1
The senior notes are unsecured obligations and rank equally in right of payment with all our other existing and future unsecured and unsubordinated indebtedness. There are no subsidiary guarantees of the interest and principal amounts for the 2021 Senior Notes and the 2040 Senior Notes. The 2025 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly-owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 2025 Senior Notes.
The 2021 Senior Notes and the 2040 Senior Notes may be redeemed any time at our option not less than 30 days nor more than 60 days after prior notice is sent to the holders of the applicable series of notes. The 2021 Senior Notes and the 2040 Senior Notes are redeemable at a redemption price equal to the greater of (1)100% of the principal amount of the notes to be redeemed or (2)the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate plus 25 basis points with respect to the 2021 Senior Notes and 40 basis points with respect to the 2040 Senior Notes, plus, in each case, accrued and unpaid interest to, but not including, the date of redemption. However, if the 2021 Senior Notes are redeemed on or after the date that is three months prior to their maturity date, the 2021 Senior Notes will be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but not including, the date of redemption.
We may redeem the 2025 Senior Notes, in whole or in part, on or after March 1, 2020, at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and prior to March 1, 2020, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. We may also redeem up to 35% of the aggregate principal amount of the 2025 Senior Notes on or prior to March 1, 2020 at a redemption price equal to 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption with the net cash proceeds of one or more equity offerings.
In addition, if a change of control triggering event, as defined in the applicable indenture, occurs with respect to the unsecured notes, we will be required to offer to purchase the notes of the applicable series at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
The terms of the unsecured notes contain certain customary covenants; however, there are no financial covenants.
$316.25 Million 1.50% 2025 Convertible Senior Notes
The 2025 Convertible Notes bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 15 and July 15 of each year. The 2025 Convertible Notes mature on January 15, 2025. The 2025 Convertible Notes are senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2025 Convertible Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The terms of the 2025 Convertible Notes contain certain customary covenants; however, there are no financial covenants.
Holders may convert their 2025 Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018, if the last reported sale price of our common shares, par value $0.125 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five-consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common shares and the conversion rate on each such trading day; (3) if we call the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after July 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2025 Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, common shares or a combination of cash and common shares, at our election.
The conversion rate is 122.4365 common shares per $1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of $8.17 per common share). The conversion rate will be subject to adjustment in some circumstances but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Convertible Notes in connection with such a corporate event or notice of redemption, as the case may be.
We may not redeem the 2025 Convertible Notes prior to January 15, 2022. We may redeem all or any portion of the 2025 Convertible Notes, for cash at our option on or after January 15, 2022 if the last reported sale price of our common shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
It is our current intent to settle conversions through combination settlement. Our ability to settle conversions through combination settlement and cash settlement will be subject to restrictions in the agreement governing our ABL Facility and may be subject to restrictions in agreements governing our future debt.
If we undergo a fundamental change as defined in the indenture, holders may require us to repurchase for cash all or any portion of their 2025 Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In accounting for the issuance of the notes, we separated the 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar liabilities that did not have associated convertible features. The carrying amount of the equity component of $85.9 million representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes. The difference represents the debt discount that is amortized to interest expense over the term of the notes. The equity component is not remeasured as long as it continues to qualify for equity classification.
Debt Extinguishment - 2018
During the year ended December31, 2018, we redeemed in full all of our outstanding 5.90% 2020 Senior Notes and 4.80% 2020 Senior Notes with cash on hand. Additionally, we purchased certain of our 4.875% 2021 Senior Notes and 2025 Senior Notes.
The following is a summary of the debt extinguished and the respective gain (loss) on extinguishment:
(In Millions)
Year Ended
December 31, 2018
Debt Extinguished
Gain (Loss) on Extinguishment1
Unsecured Notes:
$400 Million 5.90% 2020 Senior Notes
$
88.9

$
(3.3
)
$500 Million 4.80% 2020 Senior Notes
122.4

(3.7
)
$700 Million 4.875% 2021 Senior Notes
14.4

0.1

$1.075 Billion 5.75% 2025 Senior Notes
1.7

0.1

$
227.4

$
(6.8
)
1This includes premiums paid related to the redemption of our notes of $7.1 million.

Debt Extinguishment - 2017
During the year ended December 31, 2017, we issued63.25 millioncommon shares in an underwritten public offering. We received net proceeds of$661.3 millionat a public offering price of$10.75per common share. The net proceeds from the issuance of our common shares and the net proceeds from the issuance of $1.075 billion 2025 Senior Notes were used to redeem in full all of our outstanding 8.25% 2020 First Lien Notes, 8.00% 2020 1.5 Lien Notes and 7.75% 2020 Second Lien Notes. Additionally, through tender offers, we purchased certain of our 5.90% 2020 Senior Notes, our 4.80% 2020 Senior Notes and our 4.875% 2021 Senior Notes.
The following is a summary of the debt extinguished and the respective gain (loss) on extinguishment:
(In Millions)
Year Ended
December 31, 2017
Debt Extinguished
Gain (Loss) on Extinguishment1
Secured Notes:
$540 Million 8.25% 2020 First Lien Notes
$
540.0

$
(93.5
)
$218.5 Million 8.00% 2020 1.5 Lien Notes
218.5

45.1

$544.2 Million 7.75% 2020 Second Lien Notes
430.1

(104.5
)
Unsecured Notes:
$400 Million 5.90% 2020 Senior Notes
136.7

(7.8
)
$500 Million 4.80% 2020 Senior Notes
114.4

(1.9
)
$700 Million 4.875% 2021 Senior Notes
171.0

(2.8
)
$
1,610.7

$
(165.4
)
1This includes premiums paid related to the redemption of our notes of $110.0 million.

Debt Extinguishment/Restructuring - 2016
8.00% 2020 1.5 Lien Notes Exchange
On March 2, 2016, we entered into an indenture among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee and notes collateral agent, relating to our issuance of $218.5 million aggregate principal amount of 8.00% 2020 1.5 Lien Notes. The 8.00% 2020 1.5 Lien Notes were issued in exchange offers for certain of our existing senior notes.
We accounted for the 8.00% 2020 1.5 Lien Notes exchange as a troubled debt restructuring. For an exchange classified as a troubled debt restructuring, if the future undiscounted cash flows of the newly issued debt are less than the net carrying value of the original debt, the carrying value of the newly issued debt is adjusted to the future undiscounted cash flow amount, a gain is recorded for the difference and no future interest expense is recorded. All future interest payments on the newly issued debt reduce the carrying value. Accordingly, we recognized a gain of$174.3 millionin the Gain (loss) on extinguishment/restructuring of debt in the Statements of Consolidated Operations for the year ended December31, 2016.
The following is a summary of the debt exchanged for our $218.5 million 8.00% 2020 1.5 Lien Notes:
(In Millions)
Debt Extinguished
1.5 Lien Amount Issued
Carrying Value1
Gain on Restructuring2
$544.2 Million 7.75% 2020 Second Lien Notes
$
114.1

$
57.0

$
77.5

$
6.9

$500 Million 3.95% 2018 Senior Notes
17.6

11.4

15.5

1.8

$400 Million 5.90% 2020 Senior Notes
65.1

26.0

35.4

28.3

$500 Million 4.80% 2020 Senior Notes
44.7

17.9

24.4

19.5

$700 Million 4.875% 2021 Senior Notes
76.3

30.5

41.5

33.3

$800 Million 6.25% 2040 Senior Notes
194.4

75.7

103.0

84.5

$
512.2

$
218.5

$
297.3

$
174.3

1Includes undiscounted interest payments
2Net of amounts expensed for unamortized original issue discount and deferred origination fees

Debt-for-Equity Exchanges
During the year ended December 31, 2016, we entered into a series of privately negotiated exchange agreements whereby we issued an aggregate of 8.2 million common shares in exchange for $10.0 million aggregate principal amount of our 3.95% 2018 Senior Notes, $20.1 million aggregate principal amount of our 4.80% 2020 Senior Notes and $26.8 million aggregate principal amount of our 4.875% 2021 Senior Notes. There were no exchanges that represented more than 1% of our outstanding common shares during any quarter. Accordingly, we recognized a gain of$11.3 millionin Gain (loss) on extinguishment/restructuring of debt in the Statements of Consolidated Operations for the year ended December31, 2016.
Other Debt Repurchases
Our3.95%2018 Senior Notes were redeemed in whole on September 16, 2016 at a total redemption price of$301.0 million, which included$283.6 millionoutstanding aggregate principal. As a result, we recorded a$19.9 millionpre-tax loss on full retirement of long-term debt in the third quarter of 2016, which consisted of debt redemption premiums of$17.4 millionand expenses of$2.5 millionrelated to the write-off of unamortized debt issuance costs, unamortized bond discount and deferred losses on interest rate swaps. The loss was recorded against theGain (loss) on extinguishment/restructuring of debtin the Statements of Consolidated Operations for the year endedDecember31, 2016.
During the year ended December 31, 2016, we purchased with cash $5.0 million of our outstanding 4.80% 2020 Senior Notes, which resulted in a gain on extinguishment of $0.6 million.
Debt Maturities
The following represents a summary of our debt instrument maturities based on the principal amounts outstanding at December31, 2018:
(In Millions)
Maturities of Debt
2019
$
—

2020
—

2021
124.0

2022
—

2023
—

2024 and thereafter
2,088.0

Total maturities of debt
$
2,212.0


ABL Facility
On February 28, 2018, we entered into an amended and restated senior secured asset-based revolving credit facility with various financial institutions. The ABL Facility amends and restates our prior $550.0 million Syndicated Facility Agreement, dated as of March 30, 2015. The ABL Facility will mature upon the earlier of February 28, 2023 or 60 days prior to the maturity of certain other material debt and provides for up to $450.0 million in borrowings, comprised of (i) a $400.0 million U.S. tranche, including a $248.8 million sublimit for the issuance of letters of credit and a $100.0 million sublimit for U.S. swingline loans, and (ii) at the time of closing, a $50.0 million Australian tranche, including a $24.4 million sublimit for the issuance of letters of credit and a $20.0 million sublimit for Australian swingline loans. On June 19, 2018, the Australian tranche was terminated and reallocated to the U.S. tranche, resulting in a $450.0 million allocation to the U.S. tranche, including a $273.2 million sublimit for the issuance of letters of credit and a $120.0 million sublimit for swingline loans. Availability under the U.S. tranche of the ABL Facility is limited to an eligible U.S. borrowing base, as applicable, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
The ABL Facility and certain bank products and hedge obligations are guaranteed by us and certain of our existing wholly-owned U.S. subsidiaries and are required to be guaranteed by certain of our future U.S. subsidiaries. Amounts outstanding under the ABL Facility are secured by (i) a first-priority security interest in the accounts receivable and other rights to payment, inventory, as-extracted collateral, certain investment property, deposit accounts, securities accounts, certain general intangibles and commercial tort claims, certain mobile equipment, commodities accounts, deposit accounts, securities accounts and other related assets of ours, the other borrowers and the guarantors, and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”) and (ii) a second-priority security interest in substantially all of our assets and the assets of the other borrowers and the guarantors other than the ABL Collateral.
Borrowings under the ABL Facility bear interest, at our option, at a base rate or, if certain conditions are met, a LIBOR rate, in each case plus an applicable margin. The base rate is equal to the greater of the federal funds rate plus 0.5%, the LIBOR rate based on a one-month interest period plus1%and the floating rate announced by Bank of America Merrill Lynch as its “prime rate" and 1%. The LIBOR rate is a per annum fixed rate equal to LIBOR with respect to the applicable interest period and amount of LIBOR rate loan requested.
The ABL Facility contains customary representations and warranties and affirmative and negative covenants including, among others, covenants regarding the maintenance of certain financial ratios if certain conditions are triggered, covenants relating to financial reporting, covenants relating to the payment of dividends on, or purchase or redemption of, our capital stock, covenants relating to the incurrence or prepayment of certain debt, covenants relating to the incurrence of liens or encumbrances, covenants relating to compliance with laws, covenants relating to transactions with affiliates, covenants relating to mergers and sales of all or substantially all of our assets and limitations on changes in the nature of our business.
The ABL Facility provides for customary events of default, including, among other things, the event of nonpayment of principal, interest, fees, or other amounts, a representation or warranty proving to have been materially incorrect when made, failure to perform or observe certain covenants within a specified period of time, a cross-default to certain material indebtedness, the bankruptcy or insolvency of the Company and certain of its subsidiaries, monetary judgment defaults of a specified amount, invalidity of any loan documentation, a change of control of the Company, and ERISA defaults resulting in liability of a specified amount. If an event of default exists (beyond any applicable grace or cure period, if any), the administrative agent may and, at the direction of the requisite number of lenders, shall declare all amounts owing under the ABL Facility immediately due and payable, terminate such lenders’ commitments to make loans under the ABL Facility and/or exercise any and all remedies and other rights under the ABL Facility. For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable.
As of December31, 2018 and 2017, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable.
The following represents a summary of our borrowing capacity under the ABL Facility:
(In Millions)
December 31, 2018
December 31, 2017
Available borrowing base on ABL Facility1
$
323.7

$
273.2

Letter of credit obligations and other commitments2
(55.0
)
(46.5
)
Borrowing capacity available3
$
268.7

$
226.7

1 The ABL Facility has a maximum borrowing base of $450 million, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
2 We issued standby letters of credit with certain financial institutions in order to support business obligations including, but not limited to, workers compensation, environmental obligations and a Metallics energy supply agreement.
3As of December 31, 2018 and 2017 we had no loans drawn under the ABL Facility.