Financing and Other Debt | 9. Financing and Other Debt The following table summarizes the Company’s total outstanding debt by type as of March 31, 2021 and December 31, 2020. (In thousands) March 31, 2021 December 31, 2020 Tranche A term loan 861,295 873,777 Tranche B term loan 1,438,697 1,442,368 Term loans under 2016 Credit Agreement 1 2,299,992 2,316,145 Notes outstanding — 400,000 Convertible Notes 1 310,000 310,000 Securitized debt 1 86,496 85,945 Borrowed federal funds 1 214,798 20,000 Total gross debt $ 2,911,286 $ 3,132,090 1 See Note 12, Fair Value, for more information regarding the fair value of the Company’s debt. The following table summarizes the Company’s total outstanding debt by balance sheet classification: (In thousands) March 31, 2021 December 31, 2020 Current portion of gross debt $ 365,905 $ 170,556 Less: Unamortized debt issuance costs/debt discount (11,607) (17,826) Short-term debt, net $ 354,298 $ 152,730 Long-term portion of gross debt $ 2,545,381 $ 2,961,534 Less: Unamortized debt issuance costs/debt discount (37,070) (87,421) Long-term debt, net $ 2,508,311 $ 2,874,113 Supplemental information under 2016 Credit Agreement: Letters of credit (1) $ 51,687 $ 51,628 Remaining borrowing capacity on revolving credit facility (2) $ 818,313 $ 818,372 (1) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. (2) Contingent on maintaining compliance with the financial covenants as defined in the Company’s 2016 Credit Agreement. 2016 Credit Agreement On July 1, 2016, the Company entered into a credit agreement by and among the Company and certain of its subsidiaries from time to time party thereto, as borrowers, WEX Card Holding Australia Pty Ltd., as specified designated borrower, Bank of America, N.A. as administrative agent, swing line lender and letter of credit issuer and the lenders from time to time party thereto (the “2016 Credit Agreement”). As of March 31, 2021, the 2016 Credit Agreement, as amended through that date, provided for a senior secured tranche A term loan facility in an original principal amount of $1,030.0 million (the “Tranche A Term Loans”), a senior secured tranche B term loan facility in an original principal amount of $1,485.0 million (the “Tranche B Term Loans” and together with the Tranche A Term Loans, the “Term Loans”), and an $870.0 million secured revolving credit facility (the “Revolving Credit Facility”), with a $250.0 million sublimit for letters of credit and $20.0 million sublimit for swingline loans. As of March 31, 2021, the Company had an outstanding principal amount of $861.3 million on the Tranche A Term Loans, an outstanding principal amount of $1.44 billion on the Tranche B Term Loans and outstanding letters of credit of $51.7 million drawn against the Revolving Credit Facility. The Revolving Credit Facility and the Tranche A Term Loans 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 variable rates, at the Company’s option, plus a margin equal to 1.25 percent for base rate loans and 2.25 percent for eurocurrency loans. As of both March 31, 2021 and December 31, 2020, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 2.3 percent. 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 7, Derivative Instruments, for further discussion. In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging, as of March 31, 2021, from 0.30% to 0.50% of the daily unused portion of the Revolving Credit Facility (which was 0.40% at both March 31, 2021 and December 31, 2020) determined based on the Company’s consolidated leverage ratio. As of March 31, 2021, the Revolving Credit Facility and the Tranche A Term Loans mature (and the commitments under the Revolving Credit Facility terminate) on July 1, 2023 and the Tranche B Term Loans mature on May 17, 2026. On April 1, 2021, the Company amended and restated the Company’s 2016 Credit Agreement, which among other things, extended the maturity date for the Tranche A Term Loans and Revolving Credit Facility to April 1, 2026 and the Tranche B Term Loans to April 1, 2028, increased commitments under the Revolving Credit Facility by $60.0 million and provided additional Tranche A Term Loans in the principal amount of approximately $117.1 million. See Note 19, Subsequent Events, for further information regarding changes to the 2016 Credit Agreement as a result of the amendment and restatement. 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, 2020, the 2016 Credit Agreement contains various affirmative, negative and financial maintenance covenants affecting the Company and its subsidiaries including, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries. As of March 31, 2021, the Company was in compliance with all material covenants of its 2016 Credit Agreement. Notes Outstanding On March 15, 2021, the Company redeemed its $400.0 million of Notes outstanding, which were otherwise scheduled to mature on February 1, 2023. The redemption price of the Notes was $400.0 million plus accrued and unpaid interest through the redemption date. Prior to redemption, interest was payable semiannually in arrears on February 1 and August 1 of each year. Unamortized debt issuance costs previously incurred and capitalized in conjunction with the Notes were accelerated as of the redemption date and amortized in full to interest expense of $1.4 million during the three months ended March 31, 2021. 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 the Convertible 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 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 maturing July 15, 2027, unless earlier converted, repurchased or redeemed. Interest is 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 initial interest payment of $10.9 million paid in cash on 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 exceptions with respect to 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 105% of the outstanding principal amount of the Convertible Notes, plus the present value of future interest payments through the date of maturity. There were no shares issued upon conversion, exercise or satisfaction of required conditions under these Convertible Notes during the three months ended March 31, 2021. At inception, 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 the conversion in cash, pursuant to ASC 470-20, the proceeds attributed to the Convertible Notes were further allocated between a liability and equity component. The Company estimated the fair value of the liability component of the Convertible Notes using observable inputs based on the present value of cash flows using the interest rate of a hypothetical debt instrument with a similar tenor without a conversion feature and utilizing a combination of a binomial lattice-based model and a discounted cash flow model that includes assumptions such as implied credit spread, expected volatility, and the risk-free rate for notes with a similar term. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the total proceeds allocated to the Convertible Notes. 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. 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 as of December 31, 2020. Effective January 1, 2021, the Company adopted ASU 2020-06 using the modified-retrospective approach under which separation of the conversion feature into an equity component is no longer required. See Note 1, Basis of Presentation, for more information. As of March 31, 2021, the Convertible Notes and its conversion feature are accounted for as a single unit of account, with an effective interest rate of 7.5%. Based on the closing price of the Company's common stock as of March 31, 2021, the “if-converted” value of the Convertible Notes exceeds its principal amount by $14.3 million. The Convertible Notes consist of the following: (In thousands) March 31, 2021 December 31, 2020 Principal $ 310,000 $ 310,000 Less: Unamortized discounts (14,164) (66,755) Less: Unamortized issuance cost (2,281) (2,358) Net carrying amount of Convertible Notes 1 $ 293,555 $ 240,887 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 through December 31, 2020. Additional paid-in capital on the condensed consolidated balance sheet through December 31, 2020 was further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. Effective January 1, 2021, the Convertible Notes and its conversion option were accounted for as a single unit of account. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Three Months Ended March 31, 2021 Interest on 6.5% coupon $ 5,038 Amortization of debt discount and debt issuance costs 553 $ 5,591 Australian Securitization Facility In March 2021, the Company extended its securitized debt agreement with MUFG Bank, Ltd., through April 2022. 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, which in turn uses the receivables as collateral to issue asset-backed commercial paper (“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 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 0.96 percent and 0.97 percent as of March 31, 2021 and December 31, 2020, respectively. The Company had $62.1 million and $62.6 million of securitized debt under this facility as of March 31, 2021 and December 31, 2020, respectively, recorded in short-term debt, net. European Securitization Facility Under the terms of the Company’s securitized debt agreement with MUFG Bank, Ltd., each month on a revolving basis, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary, which 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. Subsequent to March 31, 2021, the securitized debt agreement was amended to extend the maturity date through April 2022. The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Sterling Overnight Index Average, (“SONIA”) plus an applicable margin. The interest rate was 0.94 percent and 0.98 percent as of March 31, 2021 and December 31, 2020, respectively. The Company had $24.3 million and $23.4 million of securitized debt under this facility as of March 31, 2021 and December 31, 2020, 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. As of March 31, 2021 and December 31, 2020 the Company had an outstanding participation agreement for the borrowing of up to $60.0 million through December 31, 2021. There were no amounts borrowed against this participation agreement as of March 31, 2021 or December 31, 2020. 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 $436.0 million and $376.0 million as of March 31, 2021 and December 31, 2020, respectively. There were $214.8 million of outstanding borrowings as of March 31, 2021 and $20.0 million of outstanding borrowings as of December 31, 2020. The average interest rate on borrowed federal funds was 0.10 percent for the three months ended March 31, 2021 and 1.01 percent for the year ended December 31, 2020. Other |