Debt | 5. Debt The components of the Company’s debt consisted of the following: June 30, 2018 March 31, 2018 Unamortized Debt Less Unamortized Debt Debt Less Debt Issuance Unamortized Debt Issuance Unamortized Debt Principal Costs Issuance Costs Principal Costs Issuance Costs 6.125% Senior Notes (1) $ 250,000 $ (2,979 ) $ 247,021 $ 250,000 $ (3,148 ) $ 246,852 4.875% Senior Notes (1) 600,000 (9,379 ) 590,621 600,000 (9,699 ) 590,301 New Credit Agreement Term Loan A Facility (2) 146,250 (3,779 ) 142,471 148,125 (3,996 ) 144,129 Term Loan B Facility (3) 497,500 (6,041 ) 491,459 498,750 (6,280 ) 492,470 U.S. Revolving Credit Facility (4) 64,380 (5,145 ) 59,235 56,945 (5,442 ) 51,503 Australian Revolving Sub-Facility 33,706 (572 ) 33,134 33,033 (605 ) 32,428 Capital leases 33,886 — 33,886 36,288 — 36,288 Other subsidiary debt 6,918 — 6,918 4,714 — 4,714 Total debt 1,632,640 (27,895 ) 1,604,745 1,627,855 (29,170 ) 1,598,685 Less current portion of debt (22,771 ) — (22,771 ) (20,864 ) — (20,864 ) Total long-term debt $ 1,609,869 $ (27,895 ) $ 1,581,974 $ 1,606,991 $ (29,170 ) $ 1,577,821 (1) The 6.125% Senior Notes are due on December 1, 2022. The 4.875% Senior Notes are due on November 1, 2025. (2) Under the New Credit Agreement, the Company is required to make mandatory principal payments on the outstanding borrowings under the Term Loan A Facility. The principal payments are due on the last day of March, June, September and December of each year, commencing on March 31, 2018 through the maturity date of October 31, 2022. (3) Under the New Credit Agreement, the Company is required to make mandatory principal payments on the outstanding borrowings under the Term Loan B Facility. The principal payments are due on the last day of March, June, September and December of each year, commencing on March 31, 2018 through the maturity date of October 31, 2024. (4) Borrowings under the U.S. Revolving Credit Facility and Australian Revolving Sub-Facility, The carrying value of debt under the New Credit Agreement approximates fair value. The fair value of the Senior Notes is based on observable inputs, including quoted market prices (Level 2). The fair values of the 4.875% Senior Notes and 6.125% Senior Notes were approximately $556,500 and $255,625, respectively, as of June 30, 2018. The fair values of the 4.875% Senior Notes and 6.125% Senior Notes were approximately $564,000 and $258,750, respectively, as of March 31, 2018. The following is a schedule of future annual principal payments as of June 30, 2018: Debt Capital Leases Total July 2018 - June 2019 $ 18,946 $ 3,825 $ 22,771 July 2019 - June 2020 14,546 3,388 17,934 July 2020 - June 2021 18,268 3,002 21,270 July 2021 - June 2022 23,870 1,855 25,725 July 2022 - June 2023 450,622 1,963 452,585 Thereafter 1,072,502 19,853 1,092,355 Total $ 1,598,754 $ 33,886 $ 1,632,640 Senior Secured Credit Facility In conjunction with the Constantia Labels acquisition, effective October 31, 2017 the Company entered into a credit agreement (the “New Credit Agreement”) with various lenders. The New Credit Agreement replaced the Company’s previous credit agreement and consists of (i) a senior secured first lien term loan A facility (the “Term Loan A Facility”) in an aggregate principal amount of $150,000 with a five year maturity, (ii) a senior secured first lien term loan B facility (the “Term Loan B Facility”) in an aggregate principal amount of $500,000 with a seven year maturity, and (iii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount up to $400,000, comprised of a $360,000 U.S. revolving credit facility (the “U.S. Revolving Credit Facility“) and a $40,000 U.S. Dollar equivalent Australian sub-facility Sub-Facility”), The New Credit Agreement contains customary mandatory and optional prepayment provisions and customary events of default. The New Credit Agreement’s Term Loan A Facility, Term Loan B Facility and U.S. Revolving Credit Facility (together, the “U.S. facilities”) are guaranteed by substantially all of the Company’s direct and indirect wholly owned domestic subsidiaries, and such guarantors pledged substantially all their assets as collateral to secure the U.S. facilities. The Australian Revolving Sub-Facility The New Credit Agreement can be used for working capital, capital expenditures and other corporate purposes and to fund permitted acquisitions (as defined in the New Credit Agreement). Loans under the New Credit Agreement bear interest at variable rates plus a margin, based on the Company’s consolidated secured net leverage ratio. The weighted average interest rates on the Company’s borrowings are as follows: June 30, 2018 March 31, 2018 Term Loan A Facility 4.09 % 4.13 % Term Loan B Facility 4.34 % 4.13 % U.S. Revolving Credit Facility 4.06 % 4.42 % Australian Revolving Sub-Facility 4.07 % 4.13 % The New Credit Agreement contains customary representations and warranties as well as customary negative and affirmative covenants, which require the Company to maintain the following financial covenants at the end of each quarter: (i) the consolidated secured net leverage ratio as of the last day of any fiscal quarter of the Company shall not exceed 4.50 to 1.00 for the fiscal quarters ended during the period of March 31, 2017 through, and including June 30, 2019 and (ii) the consolidated secured net leverage ratio as of the last day of any fiscal quarter of the Company shall not exceed 4.25 to 1.00 for the fiscal quarters ended during the period of September 30, 2019 and thereafter. The New Credit Agreement, the indenture governing the 4.875% Senior Notes (the “4.875% Senior Notes Indenture”) and the indenture governing the 6.125% Senior Notes (the “6.125% Senior Notes Indenture” and together with the 4.875% Senior Notes Indenture, the “Indentures”) limit the Company’s ability to incur additional indebtedness. Additional covenants contained in the New Credit Agreement and the Indentures, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, make restricted payments, create liens, make equity or debt investments, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Under the New Credit Agreement and the Indentures, certain changes in control of the Company could result in the occurrence of an Event of Default. In addition, the New Credit Agreement limits the ability of the Company to modify terms of the Indentures. As of June 30, 2018, the Company was in compliance with the covenants in the New Credit Agreement and the Indentures. Available borrowings under the U.S. Revolving Credit Facility and Australian Revolving Sub-Facility 4.875% Senior Notes The $600,000 aggregate principal amount of 4.875% Senior Notes due 2025 (the “4.875% Senior Notes”) were issued in October 2017 to fund the acquisition of Constantia Labels. The 4.875% Senior Notes are unsecured senior obligations of the Company. Interest is payable on the 4.875% Senior Notes on May 1st and November 1st of each year beginning May 1, 2018 until the maturity date of November 1, 2025. The Company’s obligations under the 4.875% Senior Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries. 6.125% Senior Notes The $250,000 aggregate principal amount of 6.125% Senior Notes due 2022 (the “6.125% Senior Notes”) were issued in November 2014. The 6.125% Senior Notes are unsecured senior obligations of the Company. Interest is payable on the 6.125% Senior Notes on June 1st and December 1st of each year beginning June 1, 2015 until the maturity date of December 1, 2022. The Company’s obligations under the 6.125% Senior Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries. Debt Issuance Costs In conjunction with the issuance of the New Credit Agreement, the Company incurred $16,331 in debt issuance costs, which are being deferred and amortized over the term of the Term A Loan Facility, Term Loan B Facility and Revolving Credit Facility. In conjunction with terminating the Company’s prior credit agreement, $660 in unamortized debt issuance costs related to a debt extinguishment were written-off The Company incurred $10,338 in debt issuance costs associated with the issuance of the 4.875% Senior Notes, which are being deferred and amortized over the term of the 4.875% Senior Notes. The Company recorded $1,275 and $404 in interest expense in the three months ended June 30, 2018 and 2017, respectively, in the condensed consolidated statements of income to amortize deferred financing costs. Capital Leases The present value of the net minimum payments on the capitalized leases is as follows: June 30, 2018 March 31, 2018 Total minimum lease payments $ 45,961 $ 49,521 Less amount representing interest (12,075 ) (13,233 ) Present value of net minimum lease payments 33,886 36,288 Current portion (3,825 ) (4,191 ) Capitalized lease obligations, less current portion $ 30,061 $ 32,097 The capitalized leases carry interest rates from 0.97% to 12.47% and mature from fiscal 2019 to fiscal 2032. |