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Debt
9 Months Ended
Sep. 28, 2019
Debt Disclosure [Abstract]  
Debt
DEBT
Total debt consisted of the following:
Debt Description
 
Maturity
 
Interest Rate as of September 28, 2019
 
September 28, 2019
 
December 29, 2018
 
ABL Facility
 
May 31, 2024
 
3.48%
 
$
138

 
$
81

(1) 
ABS Facility
 
September 21, 2022
 
2.98%
 
215

 
275

(2) 
Initial Term Loan Facility (net of $5 of
unamortized deferred financing costs)
 
June 27, 2023
 
4.11%
 
2,129

 
2,145

 
Incremental Term Loan Facility (net of $36 of
unamortized deferred financing costs)
 
September 13, 2026
 
4.04%
 
1,464

 

 
Senior Notes (net of $5 of unamortized
deferred financing costs)
 
June 15, 2024
 
5.88%
 
595

 
595

 
Obligations under financing leases
 
2019–2026
 
2.00% - 6.17%
 
375

 
352

 
Other debt
 
2021–2031
 
5.75% - 9.00%
 
8

 
9

 
Total debt
 
 
 
 
 
4,924

 
3,457

 
Current portion of long-term debt
 
 
 
 
 
(136
)
 
(106
)
 
Long-term debt
 
 
 
 
 
$
4,788

 
$
3,351

 

(1)
Consists of outstanding borrowings under our former asset based senior secured revolving credit facility, which was refinanced with a new facility in May 2019 (as described below).
(2)
Consists of outstanding borrowings under the ABS Facility prior to its refinancing in September 2019 (as described below).
At September 28, 2019, after considering interest rate swaps that fixed the interest rate on $733 million of principal of the Initial Term Loan Facility described below, approximately 65% of the Company’s total debt was at a floating rate.
ABL Facility—On May 31, 2019, USF completed a refinancing of its asset based senior secured revolving credit facility with a new asset based senior secured revolving credit facility (the “ABL Facility”). The ABL Facility provides USF with loan commitments having a maximum aggregate principal amount of $1,700 million, comprised of (1) $1,400 million of commitments effective as of May 31, 2019 and (2) $300 million of commitments that may become effective, at USF's election, at any time on or prior to November 30, 2019. The ABL Facility includes subfacilities for the issuance of up to $800 million of letters of credit and up to $170 million of swing line loans. Extensions of credit under the ABL Facility are subject to availability under a “borrowing base” comprised of various percentages of the value of certain eligible accounts receivable, inventory, transportation equipment and cash and cash equivalents, which also serve as collateral for borrowings under the ABL Facility.
Borrowings under the ABL Facility bear interest, at USF's periodic election, at a rate equal to the sum of an alternative base rate (“ABR”), as defined under the ABL Facility, plus a margin ranging from 0% to 0.50%, or the sum of a London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 1.00% to 1.50%, in each case based on USF’s excess availability under the ABL Facility. The margin under the ABL Facility as of September 28, 2019 was 0.25% for ABR loans and 1.25% for LIBOR loans. The ABL Facility also carries a commitment fee of 0.25% per annum on the average unused amount of the commitments under the ABL Facility.
The ABL Facility is scheduled to mature on May 31, 2024, subject to a springing maturity date in the event that more than $300 million of aggregate principal amount of indebtedness under the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes remains outstanding on a date that is 60 days prior to the maturity date for the Initial Term Loan Facility, the Incremental Term Loan Facility or the Senior Notes, respectively. 
The ABL Facility is secured by certain designated receivables not pledged under the ABS Facility, as well as inventory and certain transportation equipment owned by USF. Additionally, lenders under the ABL Facility have a second priority interest in all of the capital stock of USF and its domestic subsidiaries, as defined under the ABL Facility, and substantially all other non-real estate assets of USF and its subsidiaries not pledged under the ABS Facility.
The Company incurred $4 million of lender fees and third-party costs in connection with the ABL Facility refinancing which were capitalized as deferred financing costs. These deferred financing costs, along with $1 million of unamortized deferred financing costs related to the former asset based senior secured revolving credit facility, will be amortized through May 31, 2024, the ABL Facility maturity date.
As of September 28, 2019, USF had $138 million of outstanding borrowings, and had issued letters of credit totaling $300 million, under the ABL Facility. Outstanding letters of credit included: (1) $230 million issued in favor of certain commercial insurers to secure USF’s obligations with respect to its self-insurance program, (2) $69 million issued to secure USF’s obligations with respect
to certain real estate leases, and (3) $1 million issued for other obligations. There was available capacity under the ABL Facility of $962 million as of September 28, 2019.
ABS Facility—On September 20, 2019, USF completed a refinancing of the ABS Facility. The maximum borrowing capacity under the ABS Facility is $800 million. As of September 28, 2019, USF had $215 million of outstanding borrowings under the ABS Facility. 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 under the ABS Facility of $570 million as of September 28, 2019.
The ABS Facility bears interest at LIBOR plus a margin of 0.95%, and carries an unused commitment fee of 0.35% or 0.45% based on USF's utilization of the ABS Facility. The ABS Facility is scheduled to mature on September 21, 2022. The Company incurred $1 million of lender fees and third-party costs in connection with the ABS Facility refinancing, which were capitalized as deferred financing costs and will be amortized through September 21, 2022, the ABS Facility maturity date.
Term Loan Facilities
The Term Loan Credit Agreement, dated as of May 11, 2011 (as amended, the “Term Loan Credit Agreement’), provides USF with a senior secured term loan (the "Initial Term Loan Facility") and the right to request incremental senior secured term loan commitments.
Initial Term Loan Facility
The Initial Term Loan Facility had an outstanding balance of $2.1 billion as of September 28, 2019. The table above reflects the interest rate on the unhedged portion of the Initial Term Loan Facility as of September 28, 2019. The effective interest rate of the portion of the Initial Term Loan Facility subject to interest rate hedging agreements was 3.70% as of September 28, 2019.
Incremental Term Loan Facility
USF entered into a new incremental term loan in an aggregate principal amount of $1.5 billion under the Term Loan Credit Agreement (the “Incremental Term Loan Facility”) to finance a portion of the purchase price for its acquisition of the Food Group.
Borrowings under the Incremental Term Loan Facility bear interest at a rate per annum equal to, at USF’s option, either the sum of LIBOR plus a margin of 2.00%, or the sum of a base rate plus a margin of 1.00%. The Incremental Term Loan Facility amortizes in equal quarterly installments at a rate per annum (expressed as a percentage of the original principal amount) of 1.00%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity. Principal repayments of $3.8 million are payable quarterly, with the balance due at maturity.
The Incremental Term Loan Facility is scheduled to mature on September 13, 2026. Borrowings under the Incremental Term Loan Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of LIBOR-based borrowings and a 1.00% premium in the case of any “repricing transaction” within six months of the closing date. The Incremental Term Loan Facility may require mandatory repayments if certain assets are sold.
USF’s obligations under the Incremental Term Loan Facility are guaranteed by certain of USF’s subsidiaries, and those obligations and guarantees are secured by all the capital stock of USF and its subsidiaries and substantially all the non-real estate assets of USF and certain of its subsidiaries not pledged under the ABS Facility.
Restrictive Covenants
USF's credit 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, or engage in mergers or consolidations. As of September 28, 2019, USF had $1.2 billion of restricted payment capacity under these covenants, and approximately $2.4 billion of its net assets were restricted considering the net deferred tax assets and intercompany balances that eliminate in consolidation.