Debt and Capital Lease Obligations | ( 6 ) Debt and Capital Lease Obligations Debt and capital lease obligations consist of: (i) an accounts receivable securitization facility due 2018 (the “A/R Facility”); (ii) a senior secured credit facility (“Senior Credit Facility”) that consists of a multi-currency revolving loan facility due 2020, a term loan A facility denominated in U.S. dollars due 2020 and a term loan B facility denominated in euros due 2022; (iii) prior to its repayment in full in September 2015, a prior senior secured credit facility (“Prior Senior Credit Facility”) that consisted of multi-currency revolving loan facility and a term loan B facility with borrowings denominated in U.S. dollars and euros; (iv) 4.625% unsecured senior notes due 2022 (the “4.625% Senior Notes”); (v) prior to their redemption in the third quarter of 2015, 7.25% unsecured senior notes (the “7.25% Senior Notes”); (vi) capital lease obligations; and (vii) other debt. All of our debt and capital lease obligations are held by our wholly-owned subsidiary, VWR Funding. Certain of those debt instruments limit the ability of VWR Funding to make payments to VWR Corporation. Any disclosures about debt and capital lease obligations that refer to “we,” “us,” and “our” apply only to VWR Funding unless otherwise noted. The following table presents the components of debt and capital lease obligations, interest rate terms and weighted-average interest rates (dollars in millions): September 30, 2015 December 31, Interest Terms Rate Amount A/R Facility LIBOR plus 1.15% 1.35 % $ 55.0 $ 73.0 Senior Credit Facility: Term loan A facility LIBOR plus 2.00% 2.38 % 910.0 — Term loan B facility, net of discount of $1.3 EURIBOR plus 3.25% 4.00 % 512.3 — Prior Senior Credit Facility: Term loan B facility, U.S. dollar-denominated — 581.4 Term loan B facility, euro-denominated — 686.7 4.625% Senior Notes, net of discount of $3.9 Fixed rate 4.63 % 558.5 — 7.25% Senior Notes — 750.0 Capital lease obligations 13.8 15.9 Other debt 3.4 4.9 Debt and capital lease obligations $ 2,053.0 $ 2,111.9 Current portion of debt and capital lease obligations $ 100.5 $ 95.3 Debt and capital lease obligations, net of current portion 1,952.5 2,016.6 Debt and capital lease obligations $ 2,053.0 $ 2,111.9 Borrowings under the A/R Facility are collateralized by the trade accounts receivable of certain of our domestic wholly-owned subsidiaries. Those receivables are not available to satisfy the claims of other creditors. Borrowings under the Senior Credit Facility are secured by substantially all of our other assets and rank higher than the remainder of our debt. The following table presents the principal maturities of debt and capital lease obligations at September 30, 2015 (in millions): Three Months Ending December 31, 2015 2016 2017 2018 2019 2020 Thereafter Total A/R Facility $ — $ — $ — $ 55.0 $ — $ — $ — $ 55.0 Senior Credit Facility: Term loan A facility — 45.5 45.5 68.3 91.0 659.7 — 910.0 Term loan B facility — 5.1 5.2 5.1 5.1 5.2 487.9 513.6 4.625% Senior Notes — — — — — — 562.4 562.4 Capital lease obligations 1.0 3.9 4.0 3.3 1.1 0.5 — 13.8 Other debt 0.8 2.6 — — — — — 3.4 Debt and capital lease obligations, excluding discounts $ 1.8 $ 57.1 $ 54.7 $ 131.7 $ 97.2 $ 665.4 $ 1,050.3 $ 2,058.2 A/R Facility The A/R Facility provides for funding of up to $175.0 million . In the second quarter of 2015, we amended the A/R Facility. The amendment extended the maturity date to May 18, 2018 and decreased the variable interest rate margin to 1.15% per annum. In connection with the amendment, we paid financing fees of $0.2 million during the nine months ended September 30, 2015 , which were deferred and are being recognized as interest expense through the maturity date. At September 30, 2015 , we had $108.5 million of available borrowing capacity under the A/R Facility. Available borrowing capacity was calculated as: (i) the lesser of (a) the $175.0 million maximum amount of the facility and (b) a borrowing base of $174.8 million , calculated as a percentage of eligible trade accounts receivable; less (ii) undrawn letters of credit outstanding of $11.3 million and (iii) outstanding borrowings of $55.0 million . The A/R Facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if our available liquidity is less than $115.0 million . In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain events that we also consider usual and customary. At September 30, 2015 , we were in compliance with the covenants under the A/R Facility. Senior Credit Facility In September 2015, we entered into the Senior Credit Facility. The Senior Credit Facility is with a syndicate of lenders and provides for borrowings consisting of (i) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $250.0 million in multi-currency revolving loans (including swingline loans of up to $25.0 million and letters of credit of up to $70.0 million ); (ii) a term loan A facility, denominated in U.S. dollars, providing for term A loans in an aggregate principal amount of $910.0 million ; and (iii) a term loan B facility, denominated in euros, providing for term B loans in an aggregate principal amount of €460.0 million . As a result of entering into the Senior Credit Facility, we paid debt issuance costs of $14.0 million during the nine months ended September 30, 2015 and accrued debt issuance costs of $1.6 million at September 30, 2015 . The loans under the term loan B facility were offered at an original issue discount of €1.2 million . Debt issuance costs of $12.6 million and all of the original issue discount were deferred and are being recognized as interest expense through the maturity date. At September 30, 2015 , we had $243.0 million of available borrowing capacity under our multi-currency revolving loan facility. Available borrowing capacity was calculated as: (i) the maximum borrowing capacity of $250.0 million , less (ii) undrawn letters of credit outstanding of $7.0 million and (iii) outstanding borrowings, of which there were none . Maturity and Repayment The multi-currency revolving loan facility and the term loan A facility will mature on September 28, 2020 . The term loan B facility will mature on January 15, 2022 . Subject to any mandatory or optional prepayments, the term loans are required to be repaid as follows: (i) for the term loan A facility, (a) $11.4 million per quarter from March 31, 2016 to December 31, 2017; (b) $17.1 million per quarter from March 31, 2018 to December 31, 2018; (iii) $22.8 million per quarter from March 31, 2019 to June 30, 2020; and (iv) all remaining principal on September 28, 2020; and (ii) for the term loan B facility, €1.2 million per quarter from March 31, 2016 to December 31, 2021, with all remaining principal due on January 15, 2022. Subject to certain exceptions, the Senior Credit Facility is subject to mandatory prepayments equal to (i) the net cash proceeds from certain asset sales, insurance recoveries and proceeds from certain additional indebtedness, each as defined; and (ii) beginning in 2016, up to half of our excess operating cash flow, as defined, depending on our net leverage. Interest and Fees All interest rates are based on a variable index rate plus one of the following types of margins: (i) a margin ranging from 1.50% to 2.00% per annum, depending on our net leverage (the “Standard Margin,” which was 2.00% at September 30, 2015); (ii) a margin ranging from 0.50% to 1.00% per annum, depending on our net leverage (the “Alternate Margin,” which was 1.00% at September 30, 2015); or (iii) a margin of 3.25% per annum (the “EURIBOR Margin”). Depending on the currency denomination of revolving loans, the interest rate on the multi-currency revolving loan facility is based on either (i) the then applicable British Bankers Association London Interbank Offered Rate (“LIBOR”) plus the Standard Margin; or (ii) a contractually-defined alternate base rate plus the Alternate Margin. The interest rate on the term loan A facility is determined at our election in the same way as the multi-currency revolving loan facility previously described. The interest rate on the term loan B facility is based on the euro interbank offered rate administered by the Banking Federation of the European Union (“EURIBOR”), subject to a minimum rate of 0.75% per annum, plus the EURIBOR margin. We also pay fees related to the Senior Credit Facility. The largest of these fees is a commitment fee on the unused portion of the multi-currency revolving loan facility, ranging from 0.38% to 0.50% per annum, depending on our net leverage. None of these fees were material to interest expense for the periods presented. Security Provisions The obligations under the Senior Credit Facility are guaranteed by VWR Corporation and each of VWR Funding’s wholly-owned domestic subsidiaries, with certain exceptions as defined. In addition, the obligations under the Senior Credit Facility and the guarantees thereunder are secured by security interests in and pledges of or liens on substantially all of the tangible and intangible assets of VWR Funding and the guarantors, including pledges of all of the capital stock of each of domestic subsidiaries and a substantial portion of the capital stock of certain foreign subsidiaries. Covenants Beginning December 31, 2015, the Senior Credit Facility requires us not to exceed a first lien net leverage ratio of 4 :1, as defined, at each quarter end in addition to a number of other customary affirmative and negative covenants, representations, warranties and events of default. At September 30, 2015 , we were in compliance with the covenants under the Senior Credit Facility. The Senior Credit Facility imposes restrictions on VWR Funding’s ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. Under those restrictions, lifetime payments to VWR Corporation cannot exceed the sum of (i) $100.0 million ; (ii) 50% of VWR Funding’s cumulative consolidated net income since July 1, 2015; and (iii) any amounts it has received from sales of equity or capital contributions since September 28, 2015 that are not used for other restricted payments, provided that there is no default under the credit agreement and that VWR Funding meets certain net leverage ratios after giving effect to any such restricted payment. Additional Borrowings Subject to our continued compliance with our covenants, we may request incremental term loan borrowings and / or revolving loan commitments under the Senior Credit Facility in an amount up to (i) $450.0 million or (ii) the maximum amount at such time that could be incurred without causing VWR Funding to exceed a certain net leverage ratio, in each case subject to certain other restrictions. The actual extension of any such incremental term loans or increases in revolving loan commitments would be subject to us and our lenders reaching agreement on applicable terms and conditions, which may depend on market conditions at the time of any request. Prior Senior Credit Facility During the nine months ended September 30, 2015 , we repaid our Prior Senior Credit Facility in full as follows: • In the first half of 2015, using a portion of the net proceeds from the issuance of the 4.625% Senior Notes and availability under our credit facilities, we repaid all of our then outstanding U.S. dollar-denominated term loan B facility. • In the third quarter of 2015, we entered into the Senior Credit Facility, using the net proceeds therefrom to repay all remaining outstanding borrowings under the Prior Senior Credit Facility and our 7.25% Senior Notes. As a result of these actions, we incurred a loss on extinguishment of debt of $5.5 million and $7.9 million for the three and nine months ended September 30, 2015 , respectively, representing fees paid to term loan lenders who continued from the prior facility to the new facility and the write-off of certain unamortized deferred financing costs. 4.625% Senior Notes In the first quarter of 2015, we completed the private sale of €503.8 million of 4.625% Senior Notes due 2022. The notes were offered at an original issue discount of €3.8 million . We paid debt issuance costs of $5.4 million during the nine months ended September 30, 2015 . The original issue discount and the debt issuance costs were deferred and are being recognized as interest expense through the maturity date. The 4.625% Senior Notes will mature on April 15, 2022 . Interest on the notes is payable in arrears on April 15 and October 15 of each year commencing October 15, 2015 at a rate of 4.625% per annum. Redemption We may, at our option, redeem some or all of the 4.625% Senior Notes prior to April 15, 2018 at a price equal to the present value of: (i) the redemption price on April 15, 2018 plus (ii) all remaining interest payments through April 15, 2018. Beginning on April 15, 2018, 2019 and 2020, the redemption price changes to 102.3125% , 101.1563% and 100% , respectively, of the principal amount of the notes to be redeemed. In addition, at any time prior to April 15, 2018, on one or more occasions, we may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of one or more equity offerings, as described in the indenture, at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. If we experience certain change of control events, holders of the notes may require us to repurchase all or part of their notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Security Provisions The obligations under the 4.625% Senior Notes are guaranteed, jointly and severally and fully and unconditionally, on a senior basis by each of our wholly-owned U.S. subsidiaries other than our U.S. foreign subsidiary holding companies. The guarantors’ obligations under the guarantees of the notes are not secured by any of our assets, VWR Funding’s assets or the guarantors’ assets. Covenants The indenture governing the 4.625% Senior Notes contains a number of customary affirmative and negative covenants. At September 30, 2015 , we were in compliance with the covenants under the indenture. The indenture governing the 4.625% Senior Notes restricts VWR Funding’s ability to make payments to VWR Corporation, including for the purpose of paying dividends on capital stock. Under those restrictions, lifetime payments to VWR Corporation cannot exceed the sum of (i) $100.0 million ; (ii) 50% of VWR Funding’s consolidated net income since January 1, 2015; and (iii) any amounts it has received from sales of equity or capital contributions since March 25, 2015 that are not used for other restricted payments, provided that there is no default under the indenture and that VWR Funding meets a fixed charge coverage ratio after giving effect to any such restricted payment. 7.25% Senior Notes In the third quarter of 2015, using proceeds from the Senior Credit Facility, we redeemed all of the 7.25% Senior Notes at a redemption price of 102.719% plus accrued and unpaid interest through the redemption date. In connection with the redemption, we recognized a loss on extinguishment of debt of $24.8 million for the three and nine months ended September 30, 2015 , representing the redemption premium and the write-off of unamortized deferred financing costs. |