Financing and Other Debt | 10. Financing and Other Debt The following table summarizes the Company’s total outstanding debt by type as of September 30, 2020 and December 31, 2019. (In thousands) September 30, 2020 December 31, 2019 Tranche A term loan 886,260 923,707 Tranche B term loan 1,446,037 1,457,048 Term loans under 2016 Credit Agreement 1 2,332,297 2,380,755 Notes outstanding 1 400,000 400,000 Convertible Notes 1 310,000 — Securitized debt 72,521 104,261 Participation debt — 50,000 Borrowed federal funds — 34,998 WEX Latin America debt — 2,660 Total gross debt $ 3,114,818 $ 2,972,674 1 See Note 13, Fair Value, for more information regarding the Company’s 2016 Credit Agreement, Notes, and Convertible Notes. The following table summarizes the Company’s total outstanding debt by balance sheet classification: (In thousands) September 30, 2020 December 31, 2019 Current portion of gross debt $ 137,132 $ 256,529 Less: Unamortized debt issuance costs/debt discount (10,048) (7,998) Short-term debt, net $ 127,084 $ 248,531 Long-term portion of gross debt $ 2,977,686 $ 2,716,145 Less: Unamortized debt issuance costs/debt discount (98,212) (29,632) Long-term debt, net $ 2,879,474 $ 2,686,513 Supplemental information under 2016 Credit Agreement: Letters of credit (b) $ 51,627 $ 51,314 Remaining borrowing capacity on revolving credit facility (c) $ 818,373 $ 768,686 (b) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. (c) Contingent on maintaining compliance with the financial covenants as defined in the Company’s 2016 Credit Agreement. 2016 Credit Agreement On February 10, 2020, the Company entered into an eighth amendment (the “Eighth Amendment”) to the 2016 Credit Agreement making certain changes to the previously amended credit agreement, including among other things, effectuating financial covenant amendments and increasing the Company’s capacity to incur additional incremental loan facilities up to $1.4 billion in connection with the acquisition of eNett and Optal . The amendments set forth in the Eighth Amendment were superseded and replaced by the amendments set forth in the Ninth Amendment (as defined below). Such amendments would only become effective concurrently with the closing of the acquisition of eNett and Optal, if it occurs. Refer to Note 4, Acquisitions, for more information regarding the status of this purchase agreement. On June 26, 2020, the Company entered into a ninth amendment (the “Ninth Amendment") to the 2016 Credit Agreement, which made certain changes to the previously amended credit agreement, including among other things, increasing the maximum Consolidated Leverage Ratio to 5.5X through September 30, 2021 with step-downs thereafter, permitting an unlimited amount of corporate cash to be netted from the financial debt balance for financial covenant purposes for a period of time, permanently increasing the amount of corporate cash netting allowed to $250 million, which increases to $400 million if the eNett and Optal transaction closes, and adds a fourth pricing tier in the case that leverage exceeds certain levels and introduces a LIBOR floor on revolving credit facility borrowings of 75 basis points. On July 29, 2020, the Company entered into a tenth amendment (the “Tenth Amendment") to the 2016 Credit Agreement, which increased commitments under the Company's secured revolving credit facility from $820 million to $870 million. On August 20, 2020, the Company entered into an eleventh amendment (the “Eleventh Amendment") to the 2016 Credit Agreement, which limits the borrowing conditions for a $752 million portion of the revolving credit facility for the purpose of consummating the acquisition of eNett and Optal, if it occurs, to April 22, 2021. As of September 30, 2020, under the 2016 Credit Agreement the Company had an outstanding principal amount of $886.3 million on its secured tranche A term loan, an outstanding principal amount of $1.4 billion on its secured tranche B term loan and outstanding letters of credit of $51.6 million drawn against its $870.0 million secured revolving credit facility with a $250.0 million sublimit for letters of credit and $20.0 million sublimit for swingline loans. Under the 2016 Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to exceptions including the assets of WEX Bank and certain foreign subsidiaries. The revolving loans and tranche A term loans outstanding under the 2016 Credit Agreement bear interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. The tranche B term loans bear interest at a variable rate plus a margin equal to 1.25 percent for base rate loans and 2.25 percent for eurocurrency rate loans. As of September 30, 2020 and December 31, 2019, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 2.3 percent and 4.0 percent, respectively. The Company maintains interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 8, Derivative Instruments, for further discussion. The Company accounted for the Ninth, Tenth and Eleventh Amendments as debt modifications. As part of these transactions, the Company incurred and expensed an insignificant amount of third party costs, which are classified within general and administrative expenses in our unaudited condensed consolidated statements of operations. In association with the Ninth Amendment, the Company incurred and capitalized $4.3 million of lender fees. Lender fees associated with the Tenth Amendment were insignificant. In addition, in connection with the Eleventh Amendment the Company incurred and capitalized a $2.1 million lender fee on its revolver. Debt issuance costs incurred and capitalized in conjunction with the 2016 Credit Agreement and its amendments are being amortized into interest expense over the 2016 Credit Agreement’s term using the effective interest method. Debt Covenants As more fully described in the Company’s Annual Report on Form 10 – K for the year ended December 31, 2019, and as amended by the Ninth Amendment to the 2016 Credit Agreement on June 26, 2020, the 2016 Credit Agreement and the Indenture contain covenants that limit the ability of the Company and its subsidiaries, including its restricted subsidiaries and, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. As of September 30, 2020, the Company was in compliance with all material covenants of its 2016 Credit Agreement and the Indenture. Notes Outstanding As of both September 30, 2020 and December 31, 2019, the Company had $400.0 million of 4.75 percent fixed-rate senior notes outstanding, which will mature on February 1, 2023. Interest is payable semiannually in arrears on February 1 and August 1 of each year. The Company may redeem the Notes at 100.792 percent of principal prior to February 1, 2021. After this date, there is no premium due upon redemption. Upon the occurrence of a change of control of the Company (as defined in the Indenture to the Notes), the Company must offer to repurchase the Notes at 101 percent of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the date of repurchase. Convertible Notes Pursuant to a purchase agreement dated June 29, 2020, on July 1, 2020, the Company closed on a private placement with an affiliate of Warburg Pincus LLC (together with its affiliate, "Warburg Pincus"), pursuant to which the Company issued convertible senior unsecured notes due on July 15, 2027 in an aggregate principal amount of $310.0 million and 577,254 shares of the Company's common stock for an aggregate purchase price of $389.2 million, of which $90.0 million constituted the purchase price for the shares, reflecting a purchase price of $155.91 per share. The Company expects to use the proceeds from the investment for working capital and general corporate purposes. The issuance of the Convertible Notes provided the Company with net proceeds of approximately $299.2 million after original issue discount. The Convertible Notes have a seven-year term, with interest calculated at a fixed rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, with the first interest payment due January 15, 2021. At the Company's option, interest is either payable in cash, through accretion to the principal amount of the Convertible Notes, or a combination of cash and accretion. The Convertible Notes may be converted at the option of the holders at any time prior to maturity, or earlier redemption or repurchase of the Convertible Notes, based upon an initial conversion price of $200 per share of common stock. The Company may settle conversions of Convertible Notes, at its election, in cash, shares of the Company’s common stock, or a combination thereof. The initial conversion price is subject to adjustments customary for convertible debt securities and a weighted average adjustment in the event of issuances of equity and equity linked securities by the Company at prices below the then applicable conversion price for the Convertible Notes or the then market price of the Company’s common stock, subject to certain exceptions, including underwritten offerings, Rule 144A offerings, private placements at discounts not exceeding a specified amount, issuances as acquisition consideration and equity compensation related issuances. The Company will have the right, at any time after July 1, 2023, to redeem the Convertible Notes in whole or in part if the closing price of WEX's common stock is at least 200% of the conversion price of the Convertible Notes for 20 trading days (whether or not consecutive) out of any 30 consecutive trading day period prior to the time the Company delivers a redemption notice, (including at least one of the five trading days immediately preceding the last day of such 30 trading day period), subject to the right of holders of the Convertible Notes to convert its Convertible Notes prior to the redemption date. In the event of certain fundamental change transactions, including certain change of control transactions and delisting events involving the Company, holders of the Convertible Notes will have the right to require the Company to repurchase its Convertible Notes at a 105% premium, plus the present value of future interest payments through the date of maturity. For both the three and nine months ended September 30, 2020, there were no shares issued upon conversion, exercise or satisfaction of required conditions under these Convertible Notes. The $389.2 million of proceeds from this private placement was allocated on a relative fair value basis, with $94.0 million allocated to the sale of the Company's common stock and $295.2 million to the Convertible Notes. As the Convertible Notes permit the Company to settle conversion in cash, pursuant to ASC 470-20, the proceeds attributed to the Convertible Notes are further allocated between a liability and equity component. The Company has estimated the fair value of the liability portion of the Convertible Notes using observable inputs based on the present value of cash flows using the interest rate of hypothetical debt with a similar tenor without a conversion feature. Applicable transaction costs of $4.0 million have been allocated between the Convertible Notes and shares of the Company's common stock sold in the transaction based on relative fair value and further allocated between the liability and equity component of the Convertible Notes consistent with the initial allocation resulting in $2.5 million classified as debt issuance costs capitalized as a direct reduction to the face value of the Convertible Notes and $1.5 million deducted from the amounts recorded within stockholders' equity. The debt discount and debt issuance costs will be amortized to interest expense using the effective interest rate method over the seven-year contractual life of the Convertible Notes. The effective interest rate on the liability component of the Convertible Notes was 11.2% at the date of loan origination. Based on this, the Convertible Notes were recorded at a debt discount with an initial carrying value of $237.5 million, with the residual $54.7 million recognized within additional paid-in capital on the Company's condensed consolidated balance sheet. This equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The Convertible Notes consist of the following: (In thousands) September 30, 2020 Principal $ 310,000 Less: Unamortized discounts (68,437) Less: Unamortized issuance cost (2,417) Net carrying amount of Convertible Notes 1 $ 239,146 Equity component 2 $ 54,689 1 Recorded within long-term debt, net on our condensed consolidated balance sheet. 2 Represents the proceeds allocated to the conversion option, or debt discount, recorded within additional paid-in capital on the condensed consolidated balance sheet. Additional paid-in capital on the condensed consolidated balance sheet is further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Three and Nine Months Ended September 30, 2020 Interest on 6.5% coupon $ 4,982 Amortization of debt discount and debt issuance costs 1,674 $ 6,656 Australian Securitization Facility In March 2020, the Company extended its securitized debt agreement with MUFG Bank, Ltd., through April 2021. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company’s Australian Securitization Subsidiary. The Australian Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper (“securitized debt”) for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate was 1.04 percent and 1.80 percent as of September 30, 2020 and December 31, 2019, respectively. The Company had $52.3 million and $78.6 million of securitized debt under this facility as of September 30, 2020 and December 31, 2019, respectively, recorded in short-term debt, net. European Securitization Facility The Company maintains a five year securitized debt agreement with MUFG Bank, Ltd., which expires in April 2021. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement is determined by management on a monthly basis. The interest rate was 1.03 percent and 0.63 percent as of September 30, 2020 and December 31, 2019, respectively. The Company had $20.2 million and $25.7 million of securitized debt under this facility as of September 30, 2020 and December 31, 2019, respectively, recorded in short-term debt, net. Participation Debt From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings generally carry a variable interest rate of 1 month to 3 month LIBOR plus a margin of 225 basis points. The following table provides the amounts outstanding under the participation debt agreements in place at September 30, 2020 and December 31, 2019. There are no amounts outstanding as of September 30, 2020. September 30, 2020 December 31, 2019 (In thousands) Amounts Available (1) Amounts Outstanding Remaining Funding Amounts Available Amounts Outstanding Remaining Short-term debt, net $ — $ 50,000 Total (1) $ 60,000 $ — $ 60,000 $ 80,000 $ 50,000 $ 30,000 Average interest rate Not applicable 4.17 % (1) Amounts available includes up to $60 million under an agreement that terminates on December 31, 2021. Borrowed Federal Funds WEX Bank borrows from uncommitted federal funds lines to supplement the financing of the Company’s accounts receivable. Our federal funds lines of credit were $380.0 million and $355.0 million as of September 30, 2020 and December 31, 2019, respectively. There were no outstanding borrowings as of September 30, 2020 and $35.0 million of outstanding borrowings as of December 31, 2019 (matured January 14, 2020). The average interest rate on borrowed federal funds was 1.66 percent for the nine months ended September 30, 2020 and 2.36 percent for the year ended December 31, 2019. WEX Latin America Debt |