XML 21 R11.htm IDEA: XBRL DOCUMENT v3.5.0.2
Debt
8 Months Ended
Sep. 10, 2016
Debt Disclosure [Abstract]  
Debt
DEBT
Total debt consists of the following obligations:
(In millions)
September 10,
2016
 
January 2,
2016
 
September 12,
2015
Term Loan A, due July 13, 2020
$
438.7

 
$
444.4

 
$
450.0

Public Bonds, 6.125% interest, due October 15, 2020
375.0

 
375.0

 
375.0

Senior Notes, 5.000% interest, due September 1, 2026
250.0

 

 

Borrowings under revolving credit agreements
1.2

 

 

Capital lease obligation
0.6

 
0.6

 
0.6

Unamortized debt issuance costs
(13.1
)
 
(10.2
)
 
(11.0
)
Total debt
$
1,052.4

 
$
809.8

 
$
814.6


On July 13, 2015, the Company amended its credit agreement (as amended, the "Credit Agreement"). The Credit Agreement provided a $450.0 million term loan facility (“Term Loan A”) and a $500.0 million revolving credit facility (the “Revolving Credit Facility”), both with maturity dates of July 13, 2020. The Credit Agreement’s debt capacity is limited to an aggregate debt amount (including outstanding term loan principal and revolver commitment amounts in addition to permitted incremental debt) not to exceed $1,425.0 million, unless certain specified conditions set forth in the Credit Agreement are met.
The Revolving Credit Facility allows the Company to borrow up to an aggregate amount of $500.0 million, which includes a $200.0 million foreign currency subfacility under which borrowings may be made, subject to certain conditions, in Canadian dollars, British pounds, euros, Hong Kong dollars, Swedish kronor, Swiss francs and such additional currencies as are determined in accordance with the Credit Agreement. The Revolving Credit Facility also includes a $50.0 million swingline subfacility and a $50.0 million letter of credit subfacility. The Company had outstanding letters of credit under the Revolving Credit Facility of $2.6 million, $3.8 million and $3.6 million as of September 10, 2016, January 2, 2016 and September 12, 2015, respectively. These outstanding letters of credit reduce the borrowing capacity under the Revolving Credit Facility.
The interest rates applicable to amounts outstanding under Term Loan A and to U.S. dollar denominated amounts outstanding under the Revolving Credit Facility will be, at the Company’s option, either (1) the Alternate Base Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 0.25% to 1.00%, or (2) the Eurocurrency Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio, within a range of 1.25% to 2.00% (all capitalized terms used in this sentence are as defined in the Credit Agreement). The Company has two interest rate swap arrangements that reduce the Company’s exposure to fluctuations in interest rates on its variable rate debt. At September 10, 2016, Term Loan A had a weighted-average interest rate of 2.16%.
The obligations of the Company pursuant to the Credit Agreement are guaranteed by substantially all of the Company’s material domestic subsidiaries and secured by substantially all of the personal and real property of the Company and its material domestic subsidiaries, subject to certain exceptions.
The Credit Agreement also contains certain affirmative and negative covenants, including covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into transactions with affiliates; consummate asset sales, acquisitions or mergers; prepay certain other indebtedness; or make investments, as well as covenants restricting the activities of certain foreign subsidiaries of the Company that hold intellectual property related assets. Further, the Credit Agreement requires compliance with the following financial covenants: a maximum Consolidated Leverage Ratio; a maximum Consolidated Secured Leverage Ratio; and a minimum Consolidated Interest Coverage Ratio (all capitalized terms used in this paragraph are as defined in the Credit Agreement). As of September 10, 2016, the Company was in compliance with all covenants and performance ratios under the Credit Agreement.
On August 30, 2016, the Company issued $250.0 million of senior notes that are due on September 1, 2026 (the “Senior Notes”). The Senior Notes bear interest at 5.000% with the related interest payments due semi-annually. The Senior Notes are guaranteed by substantially all of the Company’s domestic subsidiaries.
Subsequent to the end of the third quarter of fiscal 2016, on September 15, 2016, the Company executed an amendment to the Credit Agreement (the “Amended Agreement”), which increased the outstanding principal balance of Term Loan A by $150.0 million, and increased the amount the Company can borrow under the Revolving Credit Facility by $100.0 million. Under the Amended Agreement, the debt capacity is now limited to an aggregate debt amount not to exceed $1,750.0 million, unless certain specified conditions are met. The Amended Agreement also provides greater operational flexibility to the Company and its subsidiaries, including with respect to the ability of the Company and its subsidiaries to make restricted payments including share repurchases, investments and asset dispositions. The interest rates applicable to amounts outstanding are unchanged under the Amended Agreement, as are the maturity date of July 13, 2020 and financial covenants.
The Company has $375.0 million of senior notes outstanding that may be traded in the public market (the “Public Bonds”) that are due on October 15, 2020. The Public Bonds bear interest at 6.125% with the related interest payments due semi-annually. The Public Bonds are guaranteed by substantially all of the Company’s domestic subsidiaries. Subsequent to the end of the third quarter of fiscal 2016, on September 15, 2016, the Company redeemed the Public Bonds using the proceeds of the Senior Note issuance and the additional borrowings on Term Loan A. As such, the Company has classified the $375.0 million as current maturities of long-term debt as of September 10, 2016 since the outstanding principal balance was voluntarily paid in the fourth quarter of fiscal 2016.
Due to the early redemption of the Public Bonds, the Company estimates that it will incur debt extinguishment costs of approximately $18.0 million in the fourth quarter of fiscal 2016. This amount includes a $13.1 million early redemption premium and the write-off of the unamortized balance of the deferred financing fees related to the original debt issuance.
The Company has various foreign revolving line of credit facilities with aggregate available borrowings of $7.0 million that are uncommitted and, therefore, each borrowing against the applicable facility is subject to approval by the lender. Borrowings against these facilities were $1.2 million, $0.0 million and $0.0 million as of September 10, 2016, January 2, 2016 and September 12, 2015, respectively.
The Company has a capital lease obligation with payments scheduled to continue through February 2022.
The Company included in interest expense the amortization of deferred financing costs of $0.8 million and $2.2 million for the 12 and 36 weeks ended September 10, 2016, respectively. The Company included in interest expense the amortization of deferred financing costs of $0.7 million and $2.7 million for the 12 and 36 weeks ended September 12, 2015, respectively.