SEC Filings

10-Q
AECOM filed this Form 10-Q on 02/06/2019
Entire Document
 

Table of Contents

 

Debt

 

Debt consisted of the following:

 

 

 

December 31,
2018

 

September 30,
2018

 

 

 

(in millions)

 

2014 Credit Agreement

 

$

1,699.8

 

$

1,433.8

 

2014 Senior Notes

 

800.0

 

800.0

 

2017 Senior Notes

 

1,000.0

 

1,000.0

 

URS Senior Notes

 

247.9

 

247.9

 

Other debt

 

216.8

 

191.8

 

Total debt

 

3,964.5

 

3,673.5

 

Less: Current portion of debt and short-term borrowings

 

(160.8

)

(143.1

)

Less: Unamortized debt issuance costs

 

(44.2

)

(46.7

)

Long-term debt

 

$

3,759.5

 

$

3,483.7

 

 

The following table presents, in millions, scheduled maturities of our debt as of December 31, 2018:

 

Fiscal Year

 

 

 

2019 (nine months remaining)

 

$

132.1

 

2020

 

101.6

 

2021

 

341.3

 

2022

 

305.0

 

2023

 

748.3

 

Thereafter

 

2,336.2

 

Total

 

$

3,964.5

 

 

2014 Credit Agreement

 

We entered into a credit agreement (Credit Agreement) on October 17, 2014, which, as amended to date, consists of (i) a term loan A facility that includes a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million Canadian dollar (CAD) term loan A facility and a $250 million Australian dollar (AUD) term loan A facility, each with terms expiring on March 13, 2023; (ii) a $600 million term loan B facility with a term expiring on March 13, 2025; and (iii) a revolving credit facility in an aggregate principal amount of $1.35 billion with a term expiring on March 13, 2023. Some of our subsidiaries (Guarantors) have guaranteed the obligations of the borrowers under the Credit Agreement. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of our assets and the Guarantors’ pursuant to a security and pledge agreement (Security Agreement). The collateral under the Security Agreement is subject to release upon fulfillment of conditions specified in the Credit Agreement and Security Agreement.

 

The Credit Agreement contains covenants that limit our ability and the ability of some of our subsidiaries to, among other things: (i) create, incur, assume, or suffer to exist liens; (ii) incur or guarantee indebtedness; (iii) pay dividends or repurchase stock; (iv) enter into transactions with affiliates; (v) consummate asset sales, acquisitions or mergers; (vi) enter into various types of burdensome agreements; or (vii) make investments.

 

On July 1, 2015, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” to increase the allowance for acquisition and integration expenses related to our acquisition of URS.

 

On December 22, 2015, the Credit Agreement was amended to further revise the definition of “Consolidated EBITDA” by further increasing the allowance for acquisition and integration expenses related to the acquisition of URS and to allow for an internal corporate restructuring primarily involving our international subsidiaries.

 

On September 29, 2016, the Credit Agreement and the Security Agreement were amended to (1) lower the applicable interest rate margins for the term loan A and the revolving credit facilities, and lower the applicable letter of credit fees and commitment fees to the revised consolidated leverage levels; (2) extend the term of the term loan A and the revolving credit facility to September 29, 2021; (3) add a new delayed draw term loan A facility tranche in the amount of $185.0 million; (4) replace the then existing $500 million performance letter of credit facility with a $500 million basket to enter into secured letters of credit outside the Credit Agreement; and (5) revise covenants, including the Maximum Consolidated Leverage Ratio, so that the step down from a 5.00 to a 4.75 leverage ratio is effective as of March 31, 2017 as well as the investment basket for our AECOM Capital business.

 

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