ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Annual report pursuant to Section 13 and 15(d)

Note 15 - Debt

v3.20.4
Note 15 - Debt
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements Ìý
Debt Disclosure [Text Block]

15. DEBT

Ìý

Outstanding debt, net of debt issuance costs, of consolidated entities consisted of the following (dollars in millions):

Ìý

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý

Ìý Ìý

December 31,

Ìý Ìý

December 31,

Ìý
Ìý Ìý

2020

Ìý Ìý

2019

Ìý

Senior Credit Facilities:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Revolving facility

Ìý $ â€� Ìý Ìý $ 40 Ìý

Amounts outstanding under A/R programs

Ìý Ìý â€� Ìý Ìý Ìý 167 Ìý

Term loan

Ìý Ìý â€� Ìý Ìý Ìý 103 Ìý

Senior notes

Ìý Ìý 2,047 Ìý Ìý Ìý 1,963 Ìý

Variable interest entities

Ìý Ìý 50 Ìý Ìý Ìý 65 Ìý

Other

Ìý Ìý 24 Ìý Ìý Ìý 51 Ìý

Total debt

Ìý $ 2,121 Ìý Ìý $ 2,389 Ìý

Total current portion of debt

Ìý $ 593 Ìý Ìý $ 212 Ìý

Long-term portion of debt

Ìý Ìý 1,528 Ìý Ìý Ìý 2,177 Ìý

Total debt

Ìý $ 2,121 Ìý Ìý $ 2,389 Ìý

Ìý

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý

Ìý Ìý

December 31,

Ìý Ìý

December 31,

Ìý
Ìý Ìý

2020

Ìý Ìý

2019

Ìý

Senior Credit Facilities:

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Revolving facility

Ìý $ â€� Ìý Ìý $ 40 Ìý

Amounts outstanding under A/R programs

Ìý Ìý â€� Ìý Ìý Ìý 167 Ìý

Term loan

Ìý Ìý â€� Ìý Ìý Ìý 103 Ìý

Senior notes

Ìý Ìý 2,047 Ìý Ìý Ìý 1,963 Ìý

Variable interest entities

Ìý Ìý 50 Ìý Ìý Ìý 65 Ìý

Other

Ìý Ìý 24 Ìý Ìý Ìý 51 Ìý

Total debt, excluding debt to affiliates

Ìý $ 2,121 Ìý Ìý $ 2,389 Ìý

Total current portion of debt

Ìý $ 593 Ìý Ìý $ 212 Ìý

Long-term portion of debt

Ìý Ìý 1,528 Ìý Ìý Ìý 2,177 Ìý

Total debt, excluding debt to affiliates

Ìý $ 2,121 Ìý Ìý $ 2,389 Ìý

Notes payable to affiliates-current

Ìý Ìý â€� Ìý Ìý Ìý 100 Ìý

Notes payable to affiliates-noncurrent

Ìý Ìý â€� Ìý Ìý Ìý 280 Ìý

Total debt

Ìý $ 2,121 Ìý Ìý $ 2,769 Ìý

Ìý

Direct and Subsidiary Debt

Ìý

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International); ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation is not a guarantor of such subsidiary debt.

Ìý

Certain of our subsidiaries have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Ìý

Debt Issuance Costs

Ìý

We record debt issuance costs related to a debt liability on the balance sheets as a reduction in the face amount of that debt liability. As of December 31, 2020 and 2019, the amount of debt issuance costs directly reducing the debt liability was $9Ìýmillion and $11Ìýmillion, respectively. We record the amortization of debt issuance costs as interest expense.

Ìý

Revolving Credit Facility

Ìý

On May 21, 2018, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into theÌýRevolving Credit Facility. Borrowings under the Revolving Credit Facility will bear interest at the rates specified in the credit agreement governing the Revolving Credit Facility, which will vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. Unless earlier terminated, the Revolving Credit Facility will mature in May 2023. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may increase theÌýRevolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions.

Ìý

In connection with entering into the Revolving Credit Facility, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International terminated all commitments and repaid all obligations under our previous $650 million senior secured revolving credit facility. In addition, we recognized a loss of early extinguishment of debt of $3 million.ÌýAs of December 31, 2020, our Revolving Credit Facility was as follows (dollars in millions):

Ìý

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Unamortized

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Discounts and

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý

Committed

Ìý Ìý

Principal

Ìý Ìý

Debt Issuance

Ìý Ìý

Carrying

Ìý Ìý Ìý Ìý Ìý Ìý

Facility

Ìý

Amount

Ìý Ìý

Outstanding

Ìý Ìý

Costs

Ìý Ìý

Value

Ìý

Interest Rate(2)

Ìý

Maturity

Ìý

Revolving Credit Facility

Ìý $ 1,200 Ìý Ìý $ â€�

(1)

Ìý $ â€� (1) Ìý $ â€� (1)

USD LIBOR plus 1.50%

Ìý Ìý 2023 Ìý

(1) On December 31, 2020, we had an additional $6 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Credit Facility.

(2)

Interest rates on borrowings under theÌýRevolving Credit Facility vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. The then applicable interest rate as of December 31, 2020 was 1.50% above LIBOR.

Ìý

Term Loan Credit Facility

Ìý

On September 24, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into the 2019 Term Loan, pursuant to which ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International borrowed an aggregate principal amount of â‚�92 million (or $101 million equivalent). We used the net proceeds from the 2019 Term Loan to finance our acquisition of the 50% noncontrolling interest that we did not own in the Sasol-ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ maleic anhydride joint venture. On September 22, 2020 we repaid the 2019ÌýTerm Loan in full at maturity.

Ìý

A/R Programs

Ìý

Our A/R Programs are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE�) and the European special purpose entity (“EU SPE�) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.

Ìý

In AprilÌý2019, we entered into amendments to the EU A/R Program (the “European Amendmentâ€�) and the U.S. A/R Program (the “U.S. Amendmentâ€�).ÌýThe European Amendment, among other things, extended the scheduled commitment termination date of the loan facility to April 2022, reduced the facility maximum funding availability from â‚�150 million to â‚�100 million and made certain other amendments.ÌýThe U.S. Amendment, among other things, extended the scheduled commitment termination date of the loan facility to April 2022 and made certain other amendments.

Ìý

In December 2019, we entered into amendments to the U.S. A/R Program and the EU A/R Program. The European amendment allowed the removal of pledged obligors related to the Chemical Intermediates Businesses sold to Indorama. The U.S. amendment allowed the removal of pledged obligors related to the Chemical Intermediates Businesses sold to Indorama as well as reduced the maximum funding capacity from $250 million to $150 million upon completion of the sale on January 3, 2020.

Ìý

In October 2020, we entered into an amendment to the U.S. A/R Program to account for certain internal reorganization activities related to CVC Thermoset Specialties Acquisition.

Ìý

Information regarding our A/R Programs as of December 31, 2020 was as follows (monetary amounts in millions):

Ìý

Ìý Ìý Ìý Ìý

Maximum Funding

Ìý Ìý

Amount

Ìý Ìý

Facility

Ìý

Maturity

Ìý

Availability(1)

Ìý Ìý

Outstanding

Ìý

Interest Rate(2)

U.S. A/R Program

Ìý

April 2022

Ìý $ 150 Ìý Ìý $ â€�

(3)

Applicable rate plus 0.90%

EU A/R Program

Ìý

April 2022

Ìý â‚� 100 Ìý Ìý â‚� â€� Ìý

Applicable rate plus 1.30%

Ìý Ìý Ìý Ìý

(or approximately $123)

Ìý Ìý

(or approximately $0)

Ìý Ìý

(1)

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. The applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR.

(3)

As of DecemberÌý31, 2020, we had approximately $4Ìýmillion (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

Ìý

As of December 31, 2020 and December 31, 2019, $198Ìýmillion and $221Ìýmillion, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Ìý

Notes

Ìý

As of DecemberÌý31, 2020, we had outstanding the following notes (monetary amounts in millions):

Ìý

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Unamortized

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Premiums,

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

Discounts

Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý

and Debt

Ìý

Notes

Ìý

Maturity

Ìý

Interest Rate

Ìý Ìý

Amount Outstanding

Ìý

Issuance Costs

Ìý

2021 Senior Notes

Ìý

April 2021

Ìý Ìý 5.125 % Ìý

�445 (�445 carrying value $(545))

Ìý $ â€� Ìý

2022 Senior Notes

Ìý

November 2022

Ìý Ìý 5.125 % Ìý

$400 ($399 carrying value)

Ìý Ìý 1 Ìý

2025 Senior Notes

Ìý

April 2025

Ìý Ìý 4.250 % Ìý

�300 (�298 carrying value $(366))

Ìý Ìý 2 Ìý

2029 Senior Notes

Ìý

February 2029

Ìý Ìý 4.500 % Ìý

$750 ($737 carrying value)

Ìý Ìý 13 Ìý

Ìý

The 2021, 2022, 2025 and 2029 Senior Notes are general unsecured senior obligations of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International. The indentures impose certain limitations on the ability of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of nonguarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the 2021, 2022, 2025 and 2029 Senior Notes will have the right to require that ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International purchase all or a portion of such holder’s notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

Ìý

On March 13, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International completed a $750Ìýmillion offering of its 4.50% senior notes due 2029 (â€�2029 Senior Notesâ€�). On March 27, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International applied the net proceeds of the offering of the 2029 Senior Notes to redeem in full $650 million in aggregate principal amount of its 4.875% senior notes due 2020 (â€�2020 Senior Notesâ€�) and also paid associated costs and accrued interest of $21 million and $12 million, respectively. In addition, we recognized a loss on early extinguishment of debt of $23 million.

Ìý

The 2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on May 1 and November 1, and will mature on May 1, 2029. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes in whole or in part at any time prior to FebruaryÌý1, 2029 at a price equal to 100% of the principal amount thereof plus a “make-wholeâ€� premium and accrued and unpaid interest. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes at any time, in whole or from time to time in part, on or after February 1, 2029 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

Ìý

Redemption of the 2021 Senior Notes

Ìý

On January 15, 2021, we redeemed in full â‚�445 million (approximately $541Ìýmillion)Ìýin aggregate principal amount of our 2021 Senior Notes at the redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date.Ìý

Ìý

Variable Interest Entity Debt

Ìý

As of December 31, 2020, AAC, our consolidated 50%-owned joint venture, had $50Ìýmillion outstanding under its loan commitments and debt financing arrangements. As of December 31, 2020, we have $47Ìýmillion classified as current debt and $3Ìýmillion as long-term debt on our consolidated balance sheets. We do not guarantee these loan commitments, and AAC is not a guarantor of any of our other debt obligations.

Ìý

Note Payable from ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý

During the first quarter of 2020, our loan of $380 million to our subsidiary ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International was repaid to us in full.

Ìý

Compliance With Covenants

Ìý

OurÌýRevolving Credit Facility contains a financial covenant regarding the leverage ratio of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its subsidiaries. TheÌýRevolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Revolving Credit Facility may be accelerated.

Ìý

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programsâ€� metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Revolving Credit Facility, which could require us to pay off the balance of theÌýRevolving Credit Facility in full and could result in the loss of our Revolving Credit Facility.Ìý

Ìý

We believe that we are in compliance with the covenants governing our material debt instruments, including our Revolving Credit Facility, our A/R Programs and our notes.

Ìý

Maturities

Ìý

The scheduled maturities of our debt (excluding debt to affiliates) by year as of DecemberÌý31, 2020 are as follows (dollars in millions):

Ìý

Year ending December 31,

Ìý Ìý Ìý Ìý

2021

Ìý $ 593 Ìý

2022

Ìý Ìý 403 Ìý

2023

Ìý Ìý 1 Ìý

2024

Ìý Ìý 2 Ìý

2025

Ìý Ìý 369 Ìý

Thereafter

Ìý Ìý 753 Ìý
Ìý Ìý $ 2,121 Ìý

Ìý

Ìý

Ìý