Debt | Note 9. Debt Debt consisted of the following: As of March 31, 2021 As of December 31, 2020 Credit Agreement $ 2,453 $ 2,457 Notes: 5.125% Senior Secured Notes due 2023 — 59 4.000% Senior Secured Notes due 2027 1,000 1,000 Pactiv Debentures: 7.950% Debentures due 2025 276 276 8.375% Debentures due 2027 200 200 Other 12 12 Total principal amount of borrowings 3,941 4,004 Deferred financing transaction costs ("DIC") (14 ) (14 ) Original issue discounts, net of premiums ("OID") (9 ) (10 ) 3,918 3,980 Less: current portion (15 ) (15 ) Long-term debt $ 3,903 $ 3,965 We were in compliance with all debt covenants during the three months ended March 31, 2021 and the year ended December 31, 2020. As detailed in our Annual Report on Form 10-K for the year ended December 31, 2020, during the year ended December 31, 2020, we repaid portions of term loans, the securitization facility and notes totaling $8,944 million, for an aggregate price, including premiums, of $8,978 million, prior to maturity. This included first quarter repayments of $3,206 million of term loans, borrowings under the securitization facility and notes. The repayment of these borrowings resulted in a $5 million loss on extinguishment of debt reported within discontinued operations. Refer to Note 2, Discontinued Operations, Credit Agreement Certain subsidiaries of the Company are parties to a senior secured credit agreement dated August 5, 2016 as amended (the “Credit Agreement”). The Credit Agreement comprises the following term and revolving tranches: Maturity Date Value Drawn or Utilized as of March 31, 2021 Applicable Interest Rate as of March 31, 2021 Term Tranches U.S. term loans Tranche B-1 February 5, 2023 $ 1,207 LIBOR (floor of 0.000%) + 2.750% U.S. term loans Tranche B-2 February 5, 2026 $ 1,246 LIBOR (floor of 0.000%) + 3.250% Revolving Tranche (1) U.S. Revolving Loans August 5, 2024 $ 43 — (1) The Revolving Tranche represents a $250 million facility. The amount utilized is in the form of bank guarantees and letters of The weighted average contractual interest rates related to our U.S. term loans Tranche B-1 for the three months ended March 31, 2021 and 2020 were 2.88% and 4.44%, respectively. The weighted average contractual interest rates related to our U.S. term loans Tranche B-2 for the three months ended March 31, 2021 was 3.38%. The effective interest rates of our debt obligations under the Credit Agreement are not materially different from the contractual interest rates. Certain of our U.S. subsidiaries have guaranteed on a senior basis the obligations under the Credit Agreement and related documents to the extent permitted by law. The guarantors have granted security over substantially all of their assets to support the obligations under the Credit Agreement. This security is expected to be shared on a first priority basis with the note holders under the senior secured notes. Indebtedness under the Credit Agreement may be voluntarily repaid, in whole or in part, and must be mandatorily repaid in certain circumstances. We are required to make quarterly amortization payments of 0.25% of the principal amount of Tranche B-2 term loans. Additionally, we are required to make annual prepayments of term loans with up to 50% of excess cash flow (which will be reduced to 25% or 0% if specified senior secured first lien leverage ratios are met) as determined in accordance with the Credit Agreement. No excess cash flow prepayments were due in 2020 or are due in 2021 for the year ended December 31, 2020. Notes Outstanding Notes, as of March 31, 2021, are summarized below: Description Maturity date Semi-annual interest payment dates 4.000% Senior Secured Notes due 2027 October 15, 2027 April 15 and October 15, commencing April 15, 2021 On February 16, 2021, we repaid the remaining $59 million of the 5.125% senior secured notes at a price of 101.281%. The early repayment of these senior secured notes resulted in a loss on extinguishment of debt of $1 million in respect of the premium on redemption, which was recognized in interest expense, net in the consolidated statement of (loss) income. Assets pledged as security for borrowings We, and certain of our U.S. subsidiaries, have pledged substantially all of our assets as collateral to support the obligations under the Credit Agreement and the senior secured notes to the extent permitted by law. This security is expected to be shared on a first priority basis with the creditors under the Credit Agreement. Notes indentures restrictions The indenture governing the Notes contains customary covenants which restrict us from certain activities including, among other things, incurring debt, creating liens over assets, selling assets and making restricted payments, in each case except as permitted under the indenture governing the Notes. Early redemption option and change in control provisions Under the indenture governing the Notes, we can, at our option, elect to redeem the Notes under terms and conditions specified in the indenture. Under the indenture governing the Notes, in certain circumstances which would constitute a change in control, the holders of the Notes have the right to require us to repurchase the Notes at a premium. Pactiv Debentures As of March 31, 2021, we had outstanding the following debentures (together, the “Pactiv Debentures”): Description Maturity date Semi-annual interest payment dates 7.950% Debentures due 2025 December 15, 2025 June 15 and December 15 8.375% Debentures due 2027 April 15, 2027 April 15 and October 15 The effective interest rates of our debt obligations under the Pactiv Debentures are not materially different from the contractual interest rates. The Pactiv Debentures are not guaranteed and are unsecured. The indentures governing the Pactiv Debentures contain a negative pledge clause limiting the ability of certain of our entities, subject to certain exceptions, to (i) incur or guarantee debt that is secured by liens on “Principal Manufacturing Properties” (as such term is defined in the indentures governing the Pactiv Debentures) or on the capital stock or debt of certain subsidiaries that own or lease any such Principal Manufacturing Property and (ii) sell and then take an immediate lease back of such Principal Manufacturing Property. The 8.375% Debentures due 2027 may be redeemed at any time at our option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a make-whole premium, if any, plus accrued and unpaid interest to the date of the redemption. Other borrowings Other borrowings include finance lease obligations of $12 million as of March 31, 2021 and December 31, 2020, respectively. Scheduled Maturities Below is a schedule of required future repayments on our debt outstanding as of March 31, 2021: 2021 $ 11 2022 16 2023 1,220 2024 13 2025 289 Thereafter 2,392 Total principal amount of borrowings $ 3,941 Fair value of our long-term debt The fair value of our long-term debt as of March 31, 2021 and December 31, 2020 is a Level 2 fair value measurement. Below is a schedule of carrying values and fair values of our debt outstanding: As of March 31, 2021 As of December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Credit Agreement $ 2,444 $ 2,437 $ 2,447 $ 2,443 Notes: 5.125% Senior Secured Notes due 2023 — — 59 60 4.000% Senior Secured Notes due 2027 991 981 991 1,024 Pactiv Debentures: 7.950% Debentures due 2025 273 308 273 318 8.375% Debentures due 2027 198 229 198 235 Other 12 12 12 12 Total $ 3,918 $ 3,967 $ 3,980 $ 4,092 Interest expense, net Interest expense, net consisted of the following: As of March 31, 2021 As of March 31, 2020 Interest expense: Securitization Facility $ — $ 3 Credit Agreement 19 38 Notes 10 43 Pactiv Debentures 10 10 Interest income, related party (1) — (4 ) Interest income, other (1 ) (4 ) Amortization: Deferred financing transaction costs 1 6 Original issue discounts — 2 Derivative losses — 12 Net foreign currency exchange losses (gains) 1 (6 ) Loss on extinguishment of debt: Write-off of unamortized DIC and OID — — Redemption premiums 1 — Other 1 2 Interest expense, net (2) $ 42 $ 102 (1) Refer to Note 16, Related Party Transactions, for additional details (2) Amounts presented in the above table exclude interest expense and amortization of deferred financing transaction costs in respect of our 5.750 % Senior Secured Notes which were due 2020. Such amounts are presented within discontinued operations as these senior secured notes were required to be repaid in conjunction with the distribution of RCPI. |