Debt | (9) DEBT The components of the Company’s debt as of March 31 consisted of the following: 2019 2018 Unamortized Debt Less Unamortized Debt Less Debt Issuance Unamortized Debt Issuance Unamortized Principal Costs Debt Issuance Costs Principal Costs Debt Issuance Costs 6.125% Senior Notes (1) $ 250,000 $ (2,473 ) $ 247,527 $ 250,000 $ (3,148 ) $ 246,852 4.875% Senior Notes (1) 600,000 (8,420 ) 591,580 600,000 (9,699 ) 590,301 Credit Agreement Term Loan A Facility (2) 135,625 (3,125 ) 132,500 148,125 (3,996 ) 144,129 Term Loan B Facility (3) 493,750 (5,165 ) 488,585 498,750 (6,280 ) 492,470 U.S. Revolving Credit Facility (4) (5) — — — 56,945 (5,442 ) 51,503 Australian Revolving Sub-Facility (4) 35,977 (473 ) 35,504 33,033 (605 ) 32,428 Capital leases 36,255 — 36,255 36,288 — 36,288 Other subsidiary debt 5,402 — 5,402 4,714 — 4,714 Total debt 1,557,009 (19,656 ) 1,537,353 1,627,855 (29,170 ) 1,598,685 Less current portion of debt (23,059 ) — (23,059 ) (20,864 ) — (20,864 ) Total long-term debt $ 1,533,950 $ (19,656 ) $ 1,514,294 $ 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) 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) 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 mature on October 31, 2022. (5) Unamortized debt issuance costs related to the U.S. Revolving Credit Facility were reclassified to prepaid expenses and other long-term assets in the consolidated balance sheet as of March 31, 2019, as there are no borrowings outstanding on the U.S. Revolving Credit Facility as of March 31, 2019. The carrying value of debt under the 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 $616,500 and $257,188, respectively, as of March 31, 2019. The fair 4.875 6.125% Senior Notes were 564,000 $258,750, The following is a schedule of future annual principal payments as of March 31, 2019: Debt Capital Leases Total Fiscal 2020 $ 18,509 $ 4,550 $ 23,059 Fiscal 2021 17,331 3,999 21,330 Fiscal 2022 22,005 3,107 25,112 Fiscal 2023 389,158 2,925 392,083 Fiscal 2024 5,000 2,635 7,635 Thereafter 1,068,751 19,039 1,087,790 Total $ 1,520,754 $ 36,255 $ 1,557,009 Senior Secured Credit Facility In conjunction with the Constantia Labels acquisition, effective October 31, 2017 the Company entered into a credit agreement (the “Credit Agreement”) with various lenders. The 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 initial 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 initial 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 (the “Australian Revolving Sub-Facility”), each with a five year maturity. On October 16, 2018, the Company amended the terms of the Term Loan B Facility upon entering into Amendment No. 1 to the Credit Agreement, which lowered the applicable margin payable on LIBOR indexed loans thereunder from 225 bps to 200 bps. The Credit Agreement contains customary mandatory and optional prepayment provisions and customary events of default. The 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 is secured by substantially all of the assets of the Australian borrower and its direct and indirect subsidiaries. The Credit Agreement can be used for working capital, capital expenditures and other corporate purposes and to fund permitted acquisitions (as defined in the Credit Agreement). Loans under the 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: March 31, 2019 March 31, 2018 Term Loan A Facility 4.50 % 4.13 % Term Loan B Facility 4.50 % 4.13 % U.S. Revolving Credit Facility — 4.42 % Australian Revolving Sub-Facility 3.85 % 4.13 % The 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 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 limit the Company’s ability to incur additional indebtedness. Additional covenants contained in the 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 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 Credit Agreement limits the ability of the Company to modify terms of the Indentures. As of March 31, 2019, the Company was in compliance with the covenants in the Credit Agreement and the Indentures. Available borrowings under the U.S. Revolving Credit Facility and Australian Revolving Sub-Facility were $354,241 and $ 4,023 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 and November 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 and December 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 Amendment No. 1 to the Credit Agreement, the Company paid $730 in third-party fees of which $720 related to a debt modification and were recorded to selling, general and administrative expenses during the third quarter of fiscal 2019. The remaining $10 in third-party fees related to new lenders entering the syndication and were deferred. In addition, $185 of existing unamortized debt issuance costs related to lenders exiting the Term Loan B were written-off to interest expense as a loss on extinguishment of debt. The remaining unamortized debt issuance costs related to a debt modification and, along with the new deferred costs, are being amortized over the remaining term of the Term Loan B Facility. In conjunction with the issuance of the Credit Agreement, the Company incurred $16,331 $660 in unamortized debt issuance costs related to a debt extinguishment were written-off to interest expense during the three months ended December 31, 2017. The remaining unamortized fees under the prior credit agreement related to a debt modification and are being amortized over the term of the Revolving Credit Facility. 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 $5,085, $3,174 and $1,665 in interest expense in 2019, 2018 and 2017, respectively, in the consolidated statements of to amortize deferred financing costs. The Company incurred $4,587 in commitment fees related to a senior unsecured bridge facility (the “Bridge Facility”), which were written off to interest expense upon expiration of the availability of the Bridge Facility in 2018. Capital Leases The present value of the net minimum payments on the capitalized leases as of March 31 is as follows: 2019 2018 Total minimum lease payments $ 44,688 $ 49,521 Less amount representing interest (8,433 ) (13,233 ) Present value of net minimum lease payments 36,255 36,288 Current portion (4,550 ) (4,191 ) Capitalized lease obligations, less current portion $ 31,705 $ 32,097 Included in the consolidated balance sheet as of March 31, 2019 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $42,710 and $6,336, respectively. Included in the consolidated balance sheet as of March 31, 2018 under property, plant and equipment are cost and accumulated depreciation related to capitalized leases of $49,640 and $9,841, respectively. The capitalized leases carry interest rates from 0.97% to 12.25% and mature from fiscal 2020 to fiscal 2032. |