Debt | Debt Schuldschein Loans On March 22, 2018 the Company, through a European subsidiary, entered into a series of six individual senior unsecured loan agreements with an aggregate principal amount of €300.0 million (collectively, the Schuldschein Loans), as follows : (Amounts in millions) Face value Coupon Maturity date Fixed rate term loan - Series A € 10.0 0.85% March 31, 2021 Fixed rate term loan - Series B 60.0 1.15% March 31, 2022 Fixed rate term loan - Series C 80.0 1.43% March 31, 2023 Floating rate term loan - Series A 50.0 6-month EURIBOR plus 80 bps March 31, 2021 Floating rate term loan - Series B 60.0 6-month EURIBOR plus 90 bps March 31, 2022 Floating rate term loan - Series C 40.0 6-month EURIBOR plus 100 bps March 31, 2023 € 300.0 The Company paid approximately €1.1 million of debt issuance costs in connection with the Schuldschein Loans, which has been presented in the condensed consolidated balance sheets as a direct reduction of the related debt liability. Interest under the fixed rate tranches is paid on March 31 of each year, and commenced on March 31, 2019. Interest under the floating rate tranches is paid semi-annually on March 31 and September 30 of each year, and commenced on September 30, 2018. As of June 30, 2019 , the outstanding debt balance net of unamortized debt issuance costs was €299.2 million ( $340.2 million at June 30, 2019 exchange rates) of which €100.0 million ( $113.7 million at June 30, 2019 exchange rates) was used for the recapitalization of affiliated entities. The remaining proceeds will be utilized to meet general financing requirements. Subject to certain conditions, the Company may, at its option, prepay all or any part of the Schuldschein Loans in an amount equal to the higher of the outstanding nominal amount of such loans (or the part of it) and the discounted value. The Schuldschein Loans contain customary affirmative and negative covenants, and financial covenants consisting of a consolidated net indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation and amortization adjusted for certain items) ratio of not more than three times at the end of each fiscal quarter based upon the preceding twelve consecutive months, as well as a consolidated EBITDA to consolidated net interest expense ratio of not less than three times at the end of each fiscal quarter based upon the preceding twelve consecutive months. The Company was in compliance with all of the covenants as of June 30, 2019 . Senior EUR Notes On November 15, 2016 , the Company issued an aggregate amount of €440 million of senior unsecured notes (collectively, the Senior EUR Notes) as follows: (Amounts in millions) Face value Coupon Maturity date Series D Notes € 190.0 0.84 % November 15, 2023 Series E Notes 80.0 1.20 % November 15, 2026 Series F Notes 170.0 1.36 % November 15, 2028 € 440.0 The Company paid approximately $1.4 million of debt issuance costs in connection with the Senior EUR Notes, which has been presented in the condensed consolidated balance sheets as a direct reduction of the related debt liability. Interest on the Senior EUR Notes is payable semi-annually on January 1 and July 1 of each year, and commenced on July 1, 2017. As of June 30, 2019 , the outstanding debt balance net of unamortized debt issuance costs was €439.1 million ( $499.2 million at June 30, 2019 exchange rates). This debt balance included a revaluation loss of $20.9 million , net of taxes of $7.5 million , that has been recognized in cumulative translation adjustment within accumulated other comprehensive income. See Note 4 for further discussion. The proceeds from the Senior EUR Notes were utilized to repay outstanding balances on our revolving credit facilities, fund our share repurchase program, finance acquisitions and meet general financing requirements. Subject to certain conditions, the Company may, at its option, prepay all or part of the Senior EUR Notes plus any accrued and unpaid interest to the date of prepayment and certain penalties as defined in the note purchase agreement (the EUR Note Purchase Agreement). The Company may also be required, subject to certain events and conditions, to make an offer to prepay all of the Senior EUR Notes including any accrued and unpaid interest to the date of prepayment. Each holder has the option to accept or reject such offer to prepay. The EUR Note Purchase Agreement contains customary affirmative and negative covenants, and financial covenants consisting of a consolidated net indebtedness to consolidated EBITDA ratio of not more than three times at the end of each fiscal quarter based upon the preceding twelve consecutive months, as well as a consolidated EBITDA to consolidated net interest expense ratio of not less than three times at the end of each fiscal quarter based upon the preceding twelve consecutive months. The EUR Note Purchase Agreement also provides for customary events of default, the occurrence of which could result in an acceleration of the Company's obligations under the EUR Note Purchase Agreement. The Company was in compliance with all of the covenants as of June 30, 2019 . The Company also agreed to indemnify the note purchasers holding Senior EUR Notes that are subject to a swap agreement for certain potential losses associated with swap breakage resulting from a prepayment of the Senior EUR Notes or from an acceleration of the Senior EUR Notes as a result of an event of default. Senior USD Notes On June 25, 2015, the Company issued an aggregate amount of $500.0 million of senior unsecured notes (the Senior USD Notes). On April 30, 2018, the Company prepaid the outstanding principal amount of $500.0 million on the Senior USD Notes, and recognized a loss on debt extinguishment of $2.3 million net of taxes, of which the pretax amount, $2.6 million , was included in other non-operating expenses in the condensed consolidated statement of operations. Revolving Credit Facilities Effective June 28, 2018, the Company amended its existing multi–currency unsecured revolving credit facility, increasing the maximum principal amount of borrowings under the facility from $400 million (the 2015 Facility) to $600 million (the 2018 Facility), with an option to increase up to an additional $250 million . The 2018 Facility also extended the previously scheduled maturity date of September 30, 2022 for the 2015 Facility to June 28, 2023, subject to two one –year extension options, of which the first one was exercised on May 28, 2019, extending the maturity date by one year to June 28, 2024. Concurrent with entering into the 2018 Facility, the Company also terminated the $100 million multi-currency five -year unsecured revolving credit facility (the 2014 Facility) that was due to expire on December 17, 2019. On the effective date of the 2018 Facility, the Company repaid the outstanding balance of €104.0 million and €52.0 million under the 2015 Facility and 2014 Facility and commenced borrowing under the 2018 Facility. Under the 2018 Facility, the Company may borrow, on a revolving basis, outstanding loans in an aggregate principal amount at any one time not in excess of $600 million and the 2018 Facility also provides for up to $50 million for standby letters of credit and swing line loans. At June 30, 2019 , there was €15.0 million ( $17.1 million at June 30, 2019 exchange rates) outstanding under the 2018 Facility and there were no outstanding letters of credit or swing line loans. There were no borrowings, letters of credit or swing line loans outstanding as of December 31, 2018 . The proceeds from borrowings under the 2018 Facility are available to fund acquisitions, provide working capital and for other general corporate purposes. Interest on loans under the 2018 Facility is calculated at a rate per annum equal to an applicable margin which can vary from 0.30% to 0.85% based on the Company's leverage ratio plus LIBOR for loans denominated in U.S. Dollars and EURIBOR for loans denominated in Euros (SIBOR for loans denominated in Singapore Dollars and HIBOR for loans denominated in Hong Kong Dollars). The 2018 Facility contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. Financial covenants include a leverage test (consolidated net indebtedness not to exceed three times adjusted four quarter trailing consolidated EBITDA) and a maximum subsidiary indebtedness test. The maximum subsidiary indebtedness test limits the total aggregate amount of indebtedness of the Company's subsidiaries, excluding indebtedness under the 2018 Facility, to 20 percent of consolidated total assets as at the end of the most recently ended financial year, of which not more than $150 million may be secured, provided however that the Company may incur additional subsidiary indebtedness subject to, inter alia, providing additional corporate guarantees. Other undertakings and covenants include delivery of financial reports and other information, compliance with laws including environmental laws and permits, the Employee Retirement Income Security Act (ERISA) and U.S. regulations, the Foreign Account Tax Compliance Act (FATCA), sanctions-related obligations, negative pledge, limitations on mergers and sales of assets, change of business and use of proceeds. We were in compliance with all of the covenants as of June 30, 2019 . Other Debt As of June 30, 2019 , the Company's various subsidiaries had additional borrowings from banks totaling $1.7 million , of which $0.3 million was classified as long-term debt. The remaining $ 1.4 million supports local working capital requirements. This is in comparison to $0.5 million as of December 31, 2018 which was fully classified as long-term debt. |