XML 27 R14.htm IDEA: XBRL DOCUMENT v3.22.0.1
Long-term Debt and Letters of Credit
12 Months Ended
Jan. 03, 2022
Debt Disclosure [Abstract]  
Long-term Debt and Letters of Credit

(7)

Long-term Debt and Letters of Credit

The following table summarizes the long-term debt of the Company as of January 3, 2022 and December 28, 2020:

 

 

Interest Rate as of

January 3, 2022

 

 

Principal

Outstanding

as of

January 3, 2022

 

 

Interest Rate as of

December 28, 2020

 

 

Principal

Outstanding

as of

December 28, 2020

 

 

 

(In thousands)

 

Senior Notes due March 2029

 

 

4.00

 

%

$

500,000

 

 

 

 

%

$

 

Term Loan due September 2024

 

 

2.60

 

 

 

405,879

 

 

 

2.65

 

 

 

405,879

 

Senior Notes due October 2025

 

 

 

 

 

 

 

 

5.63

 

 

 

375,000

 

U.S. ABL Revolving Loan due June 2024

 

 

 

 

 

 

 

 

1.40

 

 

 

40,000

 

Asia ABL Revolving Loan due June 2024

 

 

1.50

 

 

 

30,000

 

 

 

1.55

 

 

 

30,000

 

 

 

 

 

 

 

 

935,879

 

 

 

 

 

 

 

850,879

 

Less: Long-term debt unamortized discount

 

 

 

 

 

 

(607

)

 

 

 

 

 

 

(814

)

Long-term debt unamortized debt

issuance costs

 

 

 

 

 

 

(7,454

)

 

 

 

 

 

 

(7,212

)

 

 

 

 

 

 

 

927,818

 

 

 

 

 

 

 

842,853

 

Less: current maturities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

 

 

 

 

$

927,818

 

 

 

 

 

 

$

842,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The fiscal calendar maturities of long-term debt through 2026 and thereafter are as follows:

 

 

 

(In thousands)

 

2022

 

$

 

2023

 

 

 

2024

 

 

435,879

 

2025

 

 

 

2026

 

 

 

Thereafter

 

 

500,000

 

 

 

$

935,879

 

 

As of January 3, 2022, the Company was in compliance with the financial covenants under the Term Loan Facility, Senior Notes due 2029 and ABL Revolving Loans.

Senior Notes due 2029

On March 10, 2021, the Company issued $500,000 of Senior Notes due 2029, which are included in long-term debt and bear interest at a rate of 4.0% per annum. Interest is payable semiannually in arrears on March 1 and September 1 of each year beginning September 1, 2021. The Senior Notes due 2029 will mature on March 1, 2029.

The Company used a portion of the net proceeds from the issuance of the Senior Notes due 2029 during the quarter ended March 29, 2021 to: (i) fund the early retirement of $375,000 Senior Notes due 2025, (ii) fund the repayment of $40,000 outstanding under the U.S. Asset-Based Lending Credit Agreement (U.S. ABL) Revolving credit facility (but not terminate the commitments thereunder), and (iii) pay related premiums, fees and expenses. The Company has and intends to use the remaining net proceeds for general corporate purposes.

Convertible Senior Notes due 2020

The Convertible Senior Notes bore interest at a rate of 1.75% per annum. Interest was payable semiannually in arrears on June 15 and December 15 of each year. The Convertible Senior Notes were unsecured obligations that ranked equally to the Company’s future unsecured senior indebtedness and were senior in right of payment to any of the Company’s future subordinated indebtedness. Offering expenses were amortized to interest expense over the term of the Convertible Senior Notes. The Convertible Senior Notes matured and were repaid in cash in the amount of $249,975 on December 15, 2020.

Convertible Note Hedge and Warrant Transaction:    In connection with the issuance of the Convertible Senior Notes due 2020, the Company entered into a convertible note hedge and warrant transaction (Call Spread Transaction), with respect to the Company’s common stock. The convertible note hedge consisted of the Company’s option to purchase up to 25,939 common stock shares at a price of $9.64 per share. The hedge could only be executed upon the conversion of the above mentioned Convertible Senior

Notes due 2020 and it expired unexercised on December 15, 2020. Additionally, the Company sold equity-classified warrants to purchase 25,940 shares of its common stock at a price of $14.26 per share. Although the Convertible Senior Notes are no longer outstanding, these warrants remain outstanding and expire ratably from March 2021 through January 2022. The Call Spread Transaction had no effect on the terms of the Convertible Senior Notes due 2020.

The components of interest expense resulting from the Convertible Senior Notes for the years ended December 28, 2020 and

December 30, 2019 were as follows:

 

 

 

For the Year Ended

 

 

 

December 28,

 

 

December 30,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Contractual coupon interest

 

$

4,180

 

 

$

4,374

 

Amortization of debt discount

 

$

9,926

 

 

$

9,751

 

Amortization of debt issuance costs

 

$

995

 

 

$

977

 

Term Loan Facility

On April 18, 2018, the Company closed its $600,000 commitment of incremental loans concurrent with the completion of its acquisition of Anaren. At issuance, these incremental loans increased the Company’s existing balance of its Term Loan Facility due 2024 from $348,250 to $948,250. The Term Loan Facility had an outstanding balance of $405,879 as of January 3, 2022 and is included in long-term debt. The Term Loan Facility was issued at a weighted average discount of 99.7% and bears interest, at the Company’s option, at a floating rate of LIBOR plus an applicable interest margin of 2.5%, or an alternate base rate (as defined in the Term Loan Credit Agreement) plus an applicable margin of 1.5%. As of January 3, 2022, the interest rate on the outstanding borrowings under the Term Loan Facility was 2.60%. There is no provision, other than an event of default, for the interest margin to increase. The Term Loan Facility will mature on September 28, 2024. The Term Loan Facility is secured by a significant amount of the domestic assets of the Company and a pledge of 65% of voting stock of the Company’s first tier foreign subsidiaries and is structurally senior to the Company’s Senior Notes due 2029. See Senior Notes due 2029 above.

Pursuant to the Term Loan Credit Agreement, the Company could reinvest the cash proceeds received from the sale of the Mobility business unit for a period of twelve months commencing September 3, 2020. If the proceeds were not reinvested during that time, the Company was required to use the proceeds to prepay the Term Loan. The Company used a portion of the cash proceeds to repay $400,000 of the Term Loan during the year ended December 28, 2020 and used the remaining cash proceeds for reinvestment pursuant to the Term Loan Credit Agreement. Permitted investments, as defined in the Term Loan Credit Agreement, include extensions of trade credit in the ordinary course of business, investments in cash and cash equivalents, permitted acquisitions, investments in assets useful in the business of the Company and its restricted subsidiaries, investments in joint ventures and unrestricted subsidiaries among others.

Based on certain parameters defined in the Term Loan Facility, including a First Lien Leverage Ratio, the Company may be required to make an additional principal payment on an annual basis beginning after fiscal year 2018, if the Company’s First Lien Leverage Ratio is greater than 2.0. For 2021, the Company is not required to make an additional principal payment as its First Lien Leverage Ratio was less than 2.0. Any remaining outstanding balance under the Term Loan Facility is due at the maturity date of September 28, 2024.

Borrowings under the Term Loan Facility are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and share payments.

Asset-Based Lending Agreements

In June 2019, the Company amended its U.S. Asset-Based Lending Credit Agreement (U.S. ABL) and its Asia Asset-Based Lending Credit Agreement (Asia ABL) (collectively the ABL Revolving Loans). The U.S. ABL credit facility was amended to extend its maturity to June 2024 and decrease the size of the revolving credit facility to $150,000. The Asia ABL credit facility was amended to extend the maturity to June 2024.

The U.S. ABL consists of two tranches comprised of a revolving credit facility for up to $150,000 and a letter of credit facility for up to $50,000, provided that at no time may amounts outstanding under the tranches exceed in aggregate $150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the U.S. ABL agreement. Borrowings under the U.S. ABL bear interest at either a floating rate of LIBOR plus a margin of 125 basis points or an alternate base rate (defined as the greater of the prime rate, the New York Fed bank rate plus 0.5% or LIBOR plus 1.0%) subject to a 1.0% floor, plus an applicable margin of 25 basis points, at the Company’s option. The applicable margin can vary based on the remaining availability of the facility, from 125 to 150 basis points for LIBOR-based loans and from 25 to 50 basis points for JP Morgan Chase Bank’s prime rate-based loans. Other than availability and an event of default, there are no other provisions for the interest margin to

increase. The U.S. ABL will mature on June 3, 2024. Loans made under the U.S. ABL are secured first by all of the Company’s domestic cash, receivables and certain inventories as well as by a second position against a significant amount of the domestic assets of the Company and a pledge of 65% of the voting stock of the Company’s first tier foreign subsidiaries and are structurally senior to the Company’s Senior Notes due 2029. See Senior Notes due 2029 and Convertible Senior Notes above.

The Asia ABL consists of two tranches comprised of a revolving credit facility for up to $150,000 and a letter of credit facility for up to $100,000, provided that at no time may amounts outstanding under both tranches exceed in aggregate $150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the Asia ABL agreement. Borrowings under the Asia ABL bear interest at a floating rate of LIBOR plus 140 basis points. As of January 3, 2022, the interest rate on the outstanding borrowings under the Asia ABL was 1.50%. There is no provision, other than an event of default, for the interest margin to increase. The Asia ABL will mature on June 4, 2024. Loans made under the Asia ABL are secured by a portion of the Company’s Asia Pacific cash and receivables and are structurally senior to the Company’s domestic obligations, including the Senior Notes due 2029. See Senior Notes due 2029 above. As of January 3, 2022, $30,000 under the Asia ABL was outstanding and classified as long-term debt, which is consistent with its maturity date.

As of January 3, 2022, letters of credit in the amount of $9,231 were outstanding under the U.S. ABL and $3,197 were outstanding under the Asia ABL with various expiration dates through April 2022. Available borrowing capacity under the U.S. ABL and the Asia ABL was $140,769 and $116,803, respectively, which considers letters of credit outstanding as of January 3, 2022.

The Company is required to pay a commitment fee of 0.25% per annum on any unused portion of the U.S. ABL and 0.28% per annum on any unused portion of the Asia ABL. The Company incurred total commitment fees related to unused borrowing availability of $663, $541 and $703 for the years ended January 3, 2022, December 28, 2020 and December 30, 2019, respectively. Under the occurrence of certain events, the ABL Revolving Loans are subject to various financial and operational covenants, including maintaining minimum fixed charge coverage ratios.

Debt Issuance and Debt Discount

As of January 3, 2022 and December 28, 2020, remaining unamortized debt discount and debt issuance costs for the Senior Notes due 2029, Term Loan Facility and Senior Notes due 2025 are as follows:

 

 

 

As of January 3, 2022

 

 

As of December 28, 2020

 

 

Debt

Issuance Costs

 

 

Debt

Discount

 

 

Effective

Interest Rate

 

 

Debt

Issuance Costs

 

 

Debt

Discount

 

 

Effective

Interest Rate

 

 

 

 

(In thousands, except interest rates)

Senior Notes due March 2029

 

$

5,444

 

 

$

 

 

 

4.18

 

%

$

 

 

$

 

 

 

 

%

Term Loan due September 2024

 

 

2,010

 

 

 

607

 

 

 

4.66

 

 

 

2,695

 

 

 

814

 

 

 

4.66

 

 

Senior Notes due October 2025

 

 

 

 

 

 

 

 

4,517

 

 

 

 

 

5.92

 

 

 

 

$

7,454

 

 

$

607

 

 

 

 

 

 

$

7,212

 

 

$

814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above debt discount and debt issuance costs are recorded as a reduction of the debt and are amortized into interest expense using an effective interest rate over the duration of the debt.

Remaining unamortized debt issuance costs for the ABL Revolving Loans of $1,355 and $1,919 as of January 3, 2022 and December 28, 2020, respectively, are included in other non-current assets and are amortized to interest expense over the duration of the ABL Revolving Loans using the straight line method of amortization.

As of January 3, 2022, the remaining weighted average amortization period for all unamortized debt discount and debt issuance costs was 5.2 years.

Loss on Extinguishment of Debt

During the year ended January 3, 2022, the Company recognized losses of $15,217 associated with the premium paid on extinguishment of debt and the write-off of the remaining unamortized debt issuance costs as a result of the repayment of the remaining outstanding balance of the Senior Notes due 2025.