Brunswick Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Debt

Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Debt

Long-term debt at December 31, 2018 and December 31, 2017 consisted of the following:



(in millions)	2018			2017
Term loan, floating rate due 2023, net of debt issuance costs of $1.6 in 2018 ^{(A) (C)}	$	339.7		$	—
Senior Notes, 6.500% due 2048, net of debt issuance costs of $8.5 in 2018	176.5			—
Notes, 7.125% due 2027, net of discount of $0.3 and $0.4 and debt issuance costs of $0.4 and $0.4	162.5			162.4
Term loan, floating rate due 2021, net of debt issuance costs of $0.5 in 2018 ^(D)	149.5			—
Senior notes, currently 4.625%, due 2021, net of debt issuances costs of $1.0 and $1.5 ^(B)	147.3			148.2
Senior notes, currently 6.625%, due 2049, net of debt issuances costs of $4.5 in 2018	120.5			—
Debentures, 7.375% due 2023, net of discount of $0.1 and $0.2 and debt issuance costs of $0.2 and $0.2 ^(B)	102.6			103.4
Loan with Fond du Lac County Economic Development Corporation, 2.0% due 2021, net of discount of $2.3 and $3.0 and debt issuance costs of $0.1 and $0.1	15.3			19.6
Notes, various up to 5.8% payable through 2028, net of discount of $0.2 and $0.2	6.9			3.8
Total long-term debt	1,220.8			437.4
Current maturities of long-term debt	(41.3		)	(5.6		)
Long-term debt, net of current maturities	$	1,179.5		$	431.8

(A) 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.

(B) Included in Senior notes, 4.625 percent due 2021 and Debentures, 7.375 percent due 2023 at December 31, 2018 and December 31, 2017, are the aggregate fair values related to the fixed-to-floating interest rate swaps as discussed in Note 15 – Financial Instruments.

(D) As of December 31, 2018, the interest rate was 3.85%.

Scheduled maturities, net:



(in millions)
2019	$	41.3
2020	41.4
2021	338.1
2022	35.8
2023	302.8
Thereafter	461.4
Total long-term debt including current maturities	$	1,220.8

In June 2018, in connection with the acquisition of Power Products the Company entered into an agreement with Morgan Stanley Senior Funding, Inc. to obtain a $1.1 billion, 364-Day Senior Unsecured Bridge Facility (Bridge Facility). Refer to Note 4 – Acquisitions for further details regarding the acquisition. In July 2018, the Company executed the First Amendment to its Credit Facility to remove certain restrictions on the Company to incur unsecured debt with a maturity date before the Credit facility termination date. Simultaneously, $300.0 million of commitments related to the Bridge Facility were terminated resulting in $800.0 million remaining under this facility. In August 2018, the commitments with respect to the Bridge Facility were reduced to zero and replaced with a term loan credit agreement (Credit Agreement) to obtain term loans (Term Loans) in an aggregate principal amount of $800.0 million. The Term Loan debt issued in August 2018 consisted of a $300.0 million 364-day tranche loan, a $150.0 million 3-year tranche loan and a $350.0 million 5-year tranche loan. The Company is required to maintain compliance with two financial covenants: a minimum interest coverage ration and a maximum leverage ratio. The minimum interest coverage, as defined in the Credit Agreement, is not permitted to be less than 3.00 to 1.00. The maximum leverage ratio, as defined in the Credit Agreement, is not permitted to be more than 3.50 to 1.00. As of December 31, 2018, the Company was in compliance with the financial covenants in the Credit Agreement.

In October 2018, the Company issued an aggregate principal amount of $185.0 million of its 6.500% Senior Notes due October 2048 (2048 Notes) in a public offering, which resulted in aggregate net proceeds to the Company of $176.5 million. Net proceeds from the offering of the 2048 Notes were used, together with cash on hand, to prepay $185.0 million of the $300.0 million 364-day tranche loan. The Company may, at its option, redeem the 2048 Notes on or after (but not prior to) October 15, 2023.

In December 2018, the Company issued an aggregate principal amount of $125.0 million of its 6.625% Senior Notes due January 2049 (2049 Notes) in a public offering, which resulted in aggregate net proceeds to the Company of $120.5 million. Net proceeds from the offering of the 2049 Notes were used, together with cash on hand, to prepay the remaining $115.0 million of the $300.0 million 364-day tranche loan. The Company may, at its option, redeem the 2049 Notes on or after (but not prior to) January 15, 2024.

Pursuant to the indenture governing both the 2048 Notes and the 2049 Notes, the Company and its restricted subsidiaries are subject to restrictions on the incurrence of debt secured by liens on principal property (as defined in the indenture) or shares of capital stock of such restricted subsidiaries, entering into sale and leaseback transactions in respect of principal property and mergers or consolidations with another entity or sales, transfers or leases of the Company's properties and assets substantially as an entirety to another person.

Interest on the Company's 2021, 2023 and 2017 notes is due semi-annually. Interest on the Company's 2048 Notes, 2049 Notes and Term Loans is due quarterly.

Unless otherwise noted, the Company's debt is unsecured and does not contain subsidiary guarantees.

The Company may be required to repurchase some or all of the 2048 Notes, the 2049 Notes and the 2021 notes in the event of a change of control, subject to certain circumstances, for an amount equal to 101 percent of the outstanding principal plus any accrued and unpaid interest.

The Company's 2021 and 2027 notes may be redeemed at any time at the Company's discretion, in whole or in part, at redemption prices specified in the respective agreements, plus any accrued and unpaid interest. The remainder of the Company's notes may be redeemed at any time at the Company's discretion, either in whole or in part, at a redemption price equal to 100 percent of the principal amount plus any accrued and unpaid interest.

On September 26, 2018, the Company entered into an Amended and Restated Credit Agreement (Credit Facility). The Credit Facility amended and restated the Company's existing credit agreement. The Credit Facility provides for $400.0 million of borrowing capacity and is in effect through September 2023. The Credit Facility includes provisions to add up to $100.0 million of additional borrowing capacity and extend the facility for two additional one-year terms, subject to lender approval. The Company currently pays a 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 190 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 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 leverage ratio, as defined in the agreement, is not permitted to be more than 3.50 to 1.00. No borrowings were outstanding as of December 31, 2018 or during 2018 or 2017, and available borrowing capacity totaled $396.1 million, net of $3.9 million of letters of credit outstanding under the Credit Facility. As of December 31, 2018, the Company was in compliance with the financial covenants in the Credit Facility.

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 2018, 2017 and 2016 was $2.1 million or 43 percent of the principal due.