Financing Agreements | 5. Financing Agreements Total debt consists of the following: June 30, 2016 September 30, 2015 Current portion of long-term debt $ 76.8 $ 58.0 Senior secured Term Loan A, long-term portion 878.8 931.7 Senior secured Term Loan B, long-term portion 708.8 778.3 Senior unsecured 5.75% notes due on September 1, 2023 418.9 418.2 Unsecured 7.00% debentures due on February 15, 2024 13.8 13.8 Unsecured 6.75% debentures due on December 15, 2027 29.8 29.6 Other 4.5 3.6 Total debt 2,131.4 2,233.2 Less current portion of debt 76.8 58.0 Total long-term debt $ 2,054.6 $ 2,175.2 In September 2015, we entered into four new credit facilities for purposes of financing the Welch Allyn acquisition as well as refinancing our previously outstanding revolving credit facility. These new facilities consisted of the following: · $1.0 billion senior secured Term Loan A facility (“TLA Facility”), maturing in September 2020 · $800.0 million senior secured Term Loan B facility (“TLB Facility”), maturing in September 2022 · Senior secured revolving credit facility (“Revolving Credit Facility”), providing borrowing capacity of up to $500.0 million, maturing in September 2020 · $425.0 million of senior unsecured notes (“Senior Notes”), maturing in September 2023 The TLA Facility, TLB Facility, and Revolving Credit Facility (collectively, the “Senior Secured Credit Facilities”) all bear interest at variable rates which are currently less than 4.0 percent. 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 and TLB Facility have required principal payments. The TLA Facility requires minimum principal payments of $50.0 million in fiscal 2016, $75.0 million in fiscal 2017, and $100.0 million annually thereafter, with the remaining unpaid principal balance due at maturity. The TLB Facility requires annual principal payments of $8.0 million with the remaining unpaid principal balance due at maturity. We will be able to voluntarily prepay outstanding loans under the TLA Facility and the TLB Facility at any time. During the year to date period ended June 30, 2016, we made voluntary prepayments of $65.0 million on the TLB Facility. At June 30, 2016, there were no borrowings on the Revolving Credit Facility, and available borrowing capacity was $491.7 million after giving effect to $8.3 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 20 institutions. Our general corporate assets, including those of our subsidiaries, collateralize these obligations. The 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 credit agreement. These financial covenants are measured at the end of each fiscal quarter, with the first measurement date on December 31, 2015. The required ratios vary through December 31, 2019 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 Secured Net Leverage Ratio Minimum Interest Coverage Ratio December 31, 2015 4.75x 3.25x 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 The Senior Notes bear interest at a fixed rate of 5.75 percent 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 are outstanding as of June 30, 2016. We are not required to make any mandatory redemption or sinking fund payments with respect to the 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 are in compliance with all financial covenants as of June 30, 2016. As of June 30, 2016, unamortized debt issuance costs of $33.5 million have been recorded as a reduction of the carrying value of the related debt, compared to $39.1 million at September 30, 2015. In addition, $8.0 million of costs attributable to the Revolving Credit Facility are recorded as a component of other long-term assets on the Condensed Consolidated Balance Sheets as of June 30, 2016, compared with $9.4 million as of September 30, 2015. These costs will amortize into interest expense over the terms of the related credit 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 June 30, 2016, we had five interest rate swap agreements, with notional amounts of $600.0 million, in aggregate, to hedge the variability of cash flows associated with a portion of the variable interest rate payments for the period April 2016 to September 2020 on the Senior Secured Credit Facilities. The interest rate swaps have effective dates ranging between April 1, 2016 and December 31, 2019 and were designated as cash flow hedges. At June 30, 2016, these swaps were in a liability position with an aggregate fair value of $8.4 million. We classify fair value measurements on our interest rate swaps as Level 2, as described in Note 1. Unsecured debentures outstanding at June 30, 2016 and September 30, 2015 have fixed rates of interest. We have deferred gains included in the amounts above from the termination of previous interest rate swap agreements, and those deferred gains amounted to less than $1.0 million at both June 30, 2016 and September 30, 2015. 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. From August 2012 through April 2015, we had a credit facility that provided for revolving loans of up to $500.0 million, plus a term loan in the aggregate amount of $200.0 million. A portion of the proceeds from the issuance of the Senior Secured Credit Facility and the Senior Notes in September 2015 was used to fully repay the previously outstanding credit facility, which is now terminated. 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: June 30, 2016 September 30, 2015 Senior secured Term Loan A $ 921.4 $ 990.7 Senior secured Term Loan B 715.6 780.7 Senior unsecured 5.75% notes due on September 1, 2023 438.3 428.4 Unsecured debentures 44.4 43.4 Total debt $ 2,119.7 $ 2,243.2 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. |