DEBT | DEBT The Company’s debt obligations consisted of the following: (dollars in millions) Maturity Date Interest Rate September 30, 2023 December 31, 2022 Term Loans A (1) 2026 SOFR plus 1.75% $ 149.2 $ — Term Loans B (1) 2026 SOFR plus 2.00% 1,098.2 1,104.5 Senior Notes - $800 million (2) 2028 3.875% 791.9 790.8 Total debt 2,039.3 1,895.3 Less: current installments of long-term debt 11.5 11.5 Total long-term debt $ 2,027.8 $ 1,883.8 (1) Term loans, net of unamortized discounts and debt issuance costs of $8.0 million and $9.5 million at September 30, 2023 and December 31, 2022, respectively. The effective interest rate was 2.8% and 1.6% at September 30, 2023 and December 31, 2022, respectively, including the effects of interest rate swaps and net investment hedges. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges. (2) Senior notes, net of unamortized debt issuance costs of $8.1 million and $9.2 million at September 30, 2023 and December 31, 2022, respectively. The effective interest rate was 4.1% at September 30, 2023 and December 31, 2022, respectively. Credit Agreement On June 1, 2023, the Company amended its Credit Agreement and borrowed U.S. dollar denominated term loans A in an aggregate principal amount of $150 million under an incremental term loan facility. The new term loans A have identical terms as the term loans B, including a maturity date of January 2026, except for a first lien net leverage ratio covenant, their SOFR spread adjustment and the lack of required quarterly principal payments. Proceeds of the transaction were used to finance a portion of the reacquired ViaForm Distribution Rights. Guarantees, Covenants and Events of Default The obligations of the borrowers (the Company and its subsidiary, MacDermid, Incorporated) under the Credit Agreement are guaranteed, jointly and severally, by certain of their domestic subsidiaries and secured by a first-priority security interest in substantially all of their assets and the assets of the guarantors, including mortgages on material real property, subject to certain exceptions. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Subject to certain exceptions, the borrowers are required to maintain a first lien net leverage ratio not to exceed 5.0 to 1.0 under the term loan A facility and any borrowings under the revolving credit facility in an aggregate amount greater than 30% of the commitment amount, subject to a right to cure. The Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors. At September 30, 2023, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $369 million, net of letters of credit, under the revolving credit facility. The Company is required to pay a commitment fee on any undrawn portion of the revolving credit facility which is not material. Senior Notes 3.875% USD Notes due 2028 The indenture governing the 3.875% USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of 3.875% per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the Company has the option to redeem the 3.875% USD Notes due 2028 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium, or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The 3.875% USD Notes due 2028 are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the Credit Agreement. Lines of Credit and Other Debt Facilities The Company has access to various revolving lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. At September 30, 2023 and December 31, 2022, there were $0.3 million and no amounts outstanding under such facilities, respectively. The Company had letters of credit outstanding of $5.9 million and $6.0 million at September 30, 2023 and December 31, 2022, respectively, of which $5.9 million and $6.0 million at September 30, 2023 and December 31, 2022, respectively, reduced the borrowings available under the various facilities. At September 30, 2023 and December 31, 2022, the availability under these facilities totaled approximately $392 million and $391 million, respectively, net of outstanding letters of credit. |