Annual report pursuant to Section 13 and 15(d)

Debt

v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block] Debt
The following table provides the changes in the Company's long-term debt for the year ended December 31, 2021:
(in millions) Current maturities of long-term debt Long-term debt Total
Balance as of December 31, 2020
 $ 43.1  $ 908.3  $ 951.4 
Proceeds from issuances of long-term debt 0.4  994.0  994.4 
Repayments of long-term debt (6.7) (121.7) (128.4)
Other 0.6  (1.6) (1.0)
Balance as of December 31, 2021
 $ 37.4  $ 1,779.0  $ 1,816.4 

Long-term debt as of December 31, 2021 and December 31, 2020 consisted of the following:
(in millions) 2021 2020
Senior Notes, 0.85% due 2024 $ 450.0  $ — 
Senior Notes, 2.4% due 2031 550.0  — 
Debentures, 7.375% due 2023 (A)
80.8  104.8 
Term Loan, floating rate due 2023 (B) (C)
56.3  151.3 
Senior Notes, 6.375% due 2049 230.0  230.0 
Senior Notes, 6.500% due 2048 185.0  185.0 
Senior Notes, 6.625%, due 2049 125.0  125.0 
Notes, 7.125% due 2027 160.7  163.2 
Other Long-term debt 7.4  13.9 
Total long-term debt 1,845.2  973.2 
     Unamortized discount and issuance costs (28.8) (21.8)
     Current maturities of long-term debt (37.4) (43.1)
Long-term debt, net of current maturities, unamortized discount and debt issuance costs $ 1,779.0  $ 908.3 
(A) Included in Debentures, 7.375% percent due 2023 as of December 31, 2021 and December 31, 2020, are the aggregate fair values related to the fixed-to-floating interest rate swaps as discussed in Note 14 – Financial Instruments.
(B) Beginning in December 2018, scheduled repayment of the 5-year term loan occurs each March, June, September and December equal to 2.50% of the aggregate principal amount of $350.0 million. The remaining principal amount is due August 2023.
(C) As of December 31, 2021 and December 31, 2020, the interest rate was 1.72% and 1.74%, respectively.

Debt issuance costs paid for the year ended December 31, 2021 was $7.1 million. Debt issuance costs are reported in Net proceeds from issuances of long-term debt within cash flows from financing activities on the Consolidated Statements of Cash Flows. There were no debt issuance costs paid during 2020.

Scheduled maturities:
(in millions)
2022 $ 37.4 
2023 104.2 
2024 450.7 
2025 0.6 
2026 0.6 
Thereafter 1,251.7 
Total long-term debt including current maturities $ 1,845.2 

Activity

2024 and 2031 Notes

In August 2021, the Company issued aggregate principal amount of $450.0 million of 0.850% Senior Notes due 2024 (the "2024 Notes") and $550.0 million of 2.400% Senior Notes due 2031 (the "2031 Notes" and, together with the 2024 Notes, the "Notes") in a public offering, which resulted in aggregate net proceeds to the Company of $992.9 million. Net proceeds from the offering were used for the acquisition of Navico and for general corporate purposes.

Tender Offers

In August 2021, the Company commenced tender offers to purchase for cash the 7.375% Debentures due 2023 ("2023 Debentures") and 7.125% Notes due 2027 ("2027 Notes"). The tender offers expired on August 10, 2021. At the expiration date, $23.4 million of the $103.1 million aggregate principal amount of outstanding 2023 Debentures and $2.5 million of the $163.3 million aggregate principal amount of outstanding 2027 Notes were validly tendered and not validly withdrawn. This amount excludes outstanding securities tendered pursuant to the guaranteed delivery procedures described in the tender offer documents, which remain subject to the holders' performance of the delivery requirements under such procedures. The Company recognized a loss on early extinguishment of debt of $4.2 million related to the tender offers.

Term Loan

During 2021 and 2020, the Company made principal repayments totaling $95.0 million and $155.0 million of its 2023 floating rate term loan, respectfully. The term loan was redeemed at 100 percent of the principal amount plus accrued interest, in accordance with the redemption provisions of the term loan.

Senior Notes due 2021

In July 2019, the Company called $150.0 million of its 4.625% senior notes due 2021. The bonds were retired in August 2019 at par plus accrued interest, in accordance with the call provisions of the notes, and the associated interest rate swaps have been terminated. Refer to Note 14 – Financial Instruments for further information on the terminated interest rate swaps.
Senior Notes due 2049

In March 2019, the Company issued an aggregate principal amount of $230.0 million of its 6.375% Senior Notes due April 2049 (6.375% Notes) in a public offering, which resulted in aggregate net proceeds to the Company of $222.0 million. Net proceeds from the offering of the 6.375% Notes were used to prepay all of the $150.0 million, 3-year tranche loan due 2021 and for general corporate purposes.

Credit Facility

The Company maintains an Amended and Restated Credit Agreement (Credit Facility). In July 2021, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with certain wholly-owned subsidiaries of the Company as subsidiary borrowers and lenders as parties, and JPMorgan as administrative agent. The Amended Credit Facility amends and restates the Credit Facility dated as of March 21, 2011, as amended and restated through November 12, 2019. The Amended Credit Facility increases the revolving commitments to $500.0 million, with the capacity to add up to $100.0 million of additional revolving commitments, and amends the Credit Facility in certain respects, including, among other things:

•Extending the maturity date to July 16, 2026, with up to two, one-year extensions available.

•Modifying the applicable interest rate margin range such that the highest applicable interest rate margin is reduced from 1.9 percent per annum to 1.7 percent per annum.

•Increasing the net cash offset for purposes of determining the leverage ratio from $150.0 million to $350.0 million.

•Modifying the leverage ratio maintenance covenant to allow for a 12-month increase of the maximum leverage ratio to 4.00 to 1.00 following the consummation of a Qualified Acquisition (as such term is defined in the Amended Credit Facility).

•Including "hardwired" LIBOR transition provisions substantially consistent with those published by the Alternative Reference Rates Committee.

The Company currently pays a credit facility fee of 15 basis points per annum. The facility fee per annum will be within a range of 12.5 to 35 basis points based on the Company's credit rating. Under the terms of the Credit Facility, the Company has two borrowing options: borrowing at a rate tied to adjusted LIBOR plus a spread of 110 basis points or a base rate plus a margin of 10.0 basis points. The rates are determined by the Company's credit ratings, with spreads ranging from 100 to 170 basis points for LIBOR rate borrowings and 0 to 90 basis points for base rate borrowings. The Company is required to maintain compliance with two financial covenants included in the Credit Facility: a minimum interest coverage ratio and a maximum net leverage ratio. The minimum interest coverage ratio, as defined in the agreement, is not permitted to be less than 3.00 to 1.00. The maximum net leverage ratio, as defined in the agreement, is not permitted to be more than 3.50 to 1.00 but allows for a 12-month increase to 4.00 to 1.00 following the consummation of a Qualified Acquisition (as such term is defined in the Amended Credit Facility). As of December 31, 2021, the Company was in compliance with the financial covenants in the Credit Facility.

On March 23, 2020, the Company delivered a borrowing request to the administrative agent for the Credit Facility to increase the Company’s borrowings to $385.0 million, which was substantially all of the amount available for borrowing under the Credit Facility, net of outstanding letters of credit. The Company borrowed the amount described above under the Credit Facility as a precautionary action in order to increase its cash position and to enhance its liquidity and financial flexibility in response to the COVID-19 pandemic. This amount was repaid during 2020.

During 2021 there were no borrowings under the Credit Facility. During 2020, gross borrowings totaled $610.0 million. As of December 31, 2021 and December 31, 2020, there were no borrowings outstanding, and available borrowing capacity as of December 31, 2021 totaled $497.2 million, net of $2.8 million of letters of credit outstanding under the Credit Facility. The maximum amount utilized under the Credit Facility during the year ended December 31, 2020, including letters of credit outstanding under the Credit Facility, was $397.1 million.
Commercial Paper

In December 2019, the Company entered into an unsecured commercial paper program (CP Program) pursuant to which the Company may issue short-term, unsecured commercial paper notes (CP Notes). Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of CP Notes outstanding under the CP Program at any time not exceeding the lower of $300.0 million or the available borrowing amount under the Credit Facility. The net proceeds of the issuances of the CP Notes are expected to be used for general corporate purposes. The maturities of the CP Notes will vary but may not exceed 397 days from the date of issue. The CP Notes will be sold under customary terms in the commercial paper market and will be issued at a discount to par or alternatively, will be issued at par and bear varying interest rates on a fixed or floating basis. During 2021, borrowings under the CP Program totaled $200.0 million, all of which were repaid during the period. During 2021, the maximum amount utilized under the CP Program was $100.0 million. During 2020, borrowings under the CP Program totaled $175.0 million, all of which were repaid during the period. During 2020, the maximum amount utilized under the CP Program was $100.0 million. There were no borrowings under the CP program during 2019.
Other Debt

As provided under the terms of its loan agreement with the Fond du Lac County Economic Development Corporation, which is secured by the Company's property located in Fond du Lac, Wisconsin, up to a maximum 43 percent of the principal due annually can be forgiven if the Company achieves certain employment targets as outlined in the agreement. The amount of loan forgiveness is based on average employment levels at the end of the previous four quarters. Total loan forgiveness for 2021, 2020 and 2019 was $2.1 million or 43 percent of the principal due each year. In the fourth quarter of 2021, the Company paid in full the outstanding principal amount of this loan along with accrued interest using cash on hand.

General Provisions

The table below summarizes the general provisions of these long-term debt instruments.
Debentures due 2023 Senior Notes due 2024 Notes due 2027 Senior Notes due 2031 Senior Notes due 2048 Senior Notes due 2049 Senior Notes due 2049
Coupon Rate 7.375% 0.850% 7.125% 2.400% 6.500% 6.625% 6.375%
Maturity Date 9/1/2023 8/18/2024 8/1/2027 8/18/2031 10/15/2048 1/15/2049 4/15/2049
Interest Payment Frequency Semi-Annually Semi-Annually Semi-Annually Semi-Annually Quarterly Quarterly Quarterly
Callable No Yes No No Yes Yes Yes
Price Callable at: n/a Par n/a n/a Par Par Par
Callable as of: n/a 8/18/2022 n/a n/a 10/15/2023 1/15/2024 4/15/2024
Redeemable (A)
No No Yes Yes No No No
Redeemable at: n/a n/a Make-Whole Premium Make-Whole Premium n/a n/a n/a
Redeemable until: n/a n/a 6-months prior to Maturity 3-months prior to Maturity n/a n/a n/a
Change of Control (B)
n/a Yes n/a Yes Yes Yes Yes
(A)