Financing Agreements | Financing Agreements Total debt consists of the following: December 31, September 30, Revolving credit facilities $ 245.0 $ 235.8 Current portion of long-term debt 82.4 73.2 Senior secured Term Loan A, long-term portion 1,345.9 1,372.3 Senior unsecured 5.75% notes due on September 1, 2023 419.3 419.1 Unsecured 7.00% debentures due on February 15, 2024 13.7 13.7 Unsecured 6.75% debentures due on December 15, 2027 29.6 29.6 Other 4.8 4.8 Total debt 2,140.7 2,148.5 Less current portion of debt 228.5 210.1 Total long-term debt $ 1,912.2 $ 1,938.4 In September 2016, the Company entered into an amended and restated senior credit agreement for purposes of refinancing our credit facilities (originally entered into as part of the Welch Allyn acquisition) and funding the payoff of our then outstanding senior secured Term Loan B facility. The amended and restated senior credit agreement consisted of two facilities as follows: • $1,462.5 million senior secured Term Loan A facility (“TLA Facility”), maturing in September 2021 • Revolving Credit Facility, providing borrowing capacity of up to $700.0 million , maturing in September 2021 The TLA Facility and Revolving Credit Facility (collectively, the “Senior Secured Credit Facilities”) bear interest at variable rates which are currently less than 3.0% . These interest rates are based primarily on the London Interbank Offered Rate ("LIBOR"), but under certain conditions could also be based on the U.S. Federal Funds Rate or the U.S. Prime Rate, at our option. The TLA Facility requires minimum principal payments of $73.1 million in fiscal 2017 , $109.7 million in fiscal 2018 , and $146.3 million annually thereafter, with the remaining unpaid principal balance due at maturity. We are able to voluntarily prepay outstanding loans under the TLA Facility at any time. During the quarter to date period ended December 31, 2016 , we made required minimum payments of $18.3 million on the TLA Facility. At December 31, 2016 , there were $245.0 million borrowings on the Revolving Credit Facility, and available borrowing capacity was $447.4 million after giving effect to $7.6 million of outstanding standby letters of credit. The availability of borrowings under our Revolving Credit Facility is subject to our ability at the time of borrowing to meet certain specified conditions, including compliance with covenants contained in the governing credit agreement. The Senior Secured Credit Facilities are held with a syndicate of banks, which includes over 30 institutions. Our general corporate assets, including those of our subsidiaries, collateralize these obligations. The amended and restated credit agreement governing these facilities contains financial covenants which specify a maximum secured net leverage ratio and a minimum interest coverage ratio, as such terms are defined in the amended and restated credit agreement. These financial covenants are measured at the end of each fiscal quarter. The required ratios vary providing a gradually decreasing maximum secured net leverage ratio and a gradually increasing minimum interest coverage ratio, as set forth in the table below: Fiscal Quarter Ended Maximum Minimum December 31, 2016 4.50x 3.25x December 31, 2017 4.00x 3.50x December 31, 2018 3.50x 3.75x December 31, 2019 and thereafter 3.00x 4.00x Senior unsecured notes of $425.0 million , maturing in September 2023 ("Senior Notes") bear interest at a fixed rate of 5.75% annually. These notes were issued at par in a private placement offering and are not registered securities on any public market. All of the Senior Notes were outstanding as of December 31, 2016 . We are not required to make any mandatory redemption or sinking fund payments with respect to the Senior Notes, other than in certain circumstances such as a change in control or material sale of assets. We may redeem the notes prior to maturity, but doing so prior to September 1, 2021 would require payment of a premium on any amounts redeemed, the amount of which varies based on the timing of the redemption. The indenture governing the Senior Notes contains certain covenants which impose limitations on the amount of dividends we may pay and the amount of common shares we may repurchase in the open market, but we do not expect these covenants to affect our current dividend policy or open share repurchase program. The terms of this indenture also impose certain restrictions on the amount and type of additional indebtedness we may obtain in the future, as well as the types of liens and guarantees we may provide. We were in compliance with all financial covenants under our Senior Secured Credit Facilities and our amended and restated credit agreement as of December 31, 2016 . As of December 31, 2016 , unamortized TLA Facility and Senior Notes debt issuance costs of $16.0 million and $5.7 million were recorded as a reduction of the carrying value of the related debt, compared to $17.1 million and $5.9 million at September 30, 2016 . In addition, $9.1 million of costs attributable to the Revolving Credit Facility were recorded as a component of other long-term assets on the Condensed Consolidated Balance Sheets as of December 31, 2016 , compared with $9.6 million as of September 30, 2016 . These costs will amortize into interest expense over the terms of the related facilities. We are exposed to market risk from fluctuations in interest rates. We sometimes manage our exposure to interest rate fluctuations through the use of interest rate swaps (cash flow hedges). As of December 31, 2016 , we had nine interest rate swap agreements, with notional amounts of $750.0 million , in aggregate, to hedge the variability of cash flows associated with a portion of the variable interest rate payments for the period December 2016 to September 2021 on the Senior Secured Credit Facilities. The interest rate swaps have effective dates ranging between December 31, 2016 and September 8, 2020 and were designated as cash flow hedges. At December 31, 2016 , these swaps were in a net asset position with an aggregate fair value of $10.6 million . We classify fair value measurements on our interest rate swaps as Level 2, as described in Note 1. Unsecured debentures outstanding at December 31, 2016 and September 30, 2016 have fixed rates of interest. We have deferred gains included as an inverse to the carrying value of the related debt from the termination of previous interest rate swap agreements, and those deferred gains amounted to less than $1.0 million at both December 31, 2016 and September 30, 2016 . The deferred gains on the termination of the swaps are being amortized and recognized as a reduction of interest expense over the remaining term of the related debt, and as a result, the effective interest rates on that debt have been and will continue to be lower than the stated interest rates on the debt. The fair value of our debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The book values of our short-term debt instruments approximate fair value. The estimated fair values of our long-term debt instruments, including the current portion, are described in the table below: December 31, September 30, Senior secured Term Loan A $ 1,369.8 $ 1,441.0 Senior unsecured 5.75% notes due on September 1, 2023 438.8 454.0 Unsecured debentures 44.0 45.8 Total debt $ 1,852.6 $ 1,940.8 The estimated fair values of our long-term unsecured debentures were based on observable inputs such as quoted prices in markets that are not active. The estimated fair values of our term loans and the Senior Notes were based on quoted prices for similar liabilities. These fair value measurements are classified as Level 2, as described in Note 1. |