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Debt
9 Months Ended
Sep. 29, 2018
Debt Disclosure [Abstract]  
Debt
DEBT
Total debt consisted of the following:
Debt Description
Maturity
 
Interest Rate at September 29, 2018
 
September 29, 2018
 
December 30, 2017
ABL Facility
October 20, 2020
 
6.75
%
$
29,000

 
$
80,000

ABS Facility
September 21, 2020
 
3.26
 
390,000

 
580,000

Term Loan Facility (net of $6,269 and $9,963 of
unamortized deferred financing costs)
June 27, 2023
 
4.24
 
2,144,231

 
2,157,037

Senior Notes (net of $5,514 and $6,229 of
unamortized deferred financing costs)
June 15, 2024
 
5.88
 
594,486

 
593,771

Obligations under capital leases
2018–2025
 
2.36 - 6.18
 
343,651

 
336,603

Other debt
2018–2031
 
5.75 - 9.00
 
9,267

 
9,870

Total debt
 
 
 
 
3,510,635

 
3,757,281

Current portion of long-term debt
 
 
 
 
(100,398
)
 
(109,226
)
Long-term debt
 
 
 
 
$
3,410,237

 
$
3,648,055


At September 29, 2018, after considering interest rate swaps, as described in Note 10, Fair Value Measurements, that fixed the interest rate on $1.1 billion of the principal amount of the Term Loan Facility, approximately 42% of the Company’s total debt was at a floating rate.
Revolving Credit Agreement—Amendment No. 5 to the ABL Credit Agreement, dated as of October 20, 2015, as amended, provides for USF’s asset backed senior secured revolving loan facility (the “ABL Facility”) of up to $1,300 million, with its capacity limited by a borrowing base.
As of September 29, 2018, USF had $29 million of outstanding borrowings, and had issued letters of credit totaling
$377 million, under the ABL Facility. Outstanding letters of credit included: (1) $299 million issued in favor of certain commercial insurers securing USF’s obligations with respect to its self-insurance program, (2) $77 million issued to secure USF’s obligations with respect to certain facility leases, and (3) $1 million in letters of credit for other obligations. There was available capacity on the ABL Facility of $894 million at September 29, 2018. As of September 29, 2018, USF can periodically elect to pay interest at an alternative base rate (“ABR”), as defined in the agreement, or the London Inter Bank Offered Rate (“LIBOR”) plus applicable interest rate spreads as provided for in the agreement. The interest rate spreads are the lowest provided for in the agreement, based upon USF’s consolidated secured leverage ratio, as defined in the agreement.
Accounts Receivable Financing Program—Under the ABS Facility, USF sells, on a revolving basis, its eligible receivables to the Receivables Company. See Note 6, Accounts Receivable Financing Program.
The maximum capacity under the ABS Facility is $800 million. Borrowings under the ABS Facility were $390 million at September 29, 2018. The Company, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity on the ABS Facility of $365 million at September 29, 2018 based on eligible receivables as collateral.
Term Loan Agreement—The Second Amendment to the Credit Agreement, dated as of June 27, 2016, as amended, provides USF with a $2.1 billion senior secured term loan facility (the “Term Loan Facility”). On June 22, 2018, the Term Loan Facility was amended to lower the interest rate margins under the Term Loan Facility to 2.00% for LIBOR borrowings and 1.00% for ABR borrowings. The table above reflects the September 29, 2018 interest rate on the unhedged portion of the Term Loan Facility. With respect to the portion of the Term Loan Facility subject to interest rate hedging agreements ($1.1 billion as of September 29, 2018), the June 22, 2018 amendment reduced the effective interest rate to 3.71%.
In connection with the June 22, 2018 amendment of the Term Loan Facility, under accounting guidance, the Company applied modification accounting to the majority of the continuing lenders as the terms were not substantially different from the terms that applied to those lenders prior to the amendment. For the remaining lenders, the Company applied debt extinguishment accounting. The Company recorded $0.5 million of third-party costs and a write-off of $2.6 million of unamortized deferred financing costs, related to the June 22, 2018 amendment, in interest expense. Unamortized deferred financing costs of $7 million at June 30, 2018 were carried forward and will be amortized through June 27, 2023, the maturity date of the Term Loan Facility.
Restrictive Covenants
USF’s credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, and engage in mergers or consolidations. As of September 29, 2018, USF had $929 million of restricted payment capacity under these covenants, and approximately $2,218 million of its net assets were restricted after taking into consideration the net deferred tax assets and intercompany balances that eliminate in consolidation.