XML 29 R15.htm IDEA: XBRL DOCUMENT v3.8.0.1
Borrowings
12 Months Ended
Sep. 29, 2017
Debt Disclosure [Abstract]  
Borrowings
BORROWINGS
 
The following table summarizes the Company's short-term and long-term debt:
 
September 29, 2017
 
September 30, 2016
(In millions, except for percentages)
Amount
 
Weighted-Average Interest Rate
 
Amount
 
Weighted-Average Interest Rate
Short-term debt:
 
 
 
 
 
 
 
2017 Revolving Credit Facility
$
350.0

 
2.36
%
 
$

 
%
Current portion of 2013 Term Loan Facility

 
%
 
50.0

 
1.65
%
2013 Revolving Credit Facility

 
%
 
300.0

 
1.91
%
Sumitomo Credit Facility

 
%
 
29.6

 
0.53
%
Debt issuance costs

 
 
 
(0.6
)
 
 
Total short-term debt
$
350.0

 
 
 
$
379.0

 
 
 
 
 
 
 
 
 
 
Long-term debt:
 
 
 
 
 
 
 
2013 Term Loan Facility
$

 
%
 
$
287.5

 
1.65
%
Debt issuance costs

 
 
 
(0.6
)
 
 
Total long-term debt
$

 
 
 
$
286.9

 
 


On September 1, 2017, the Company terminated its credit facility entered into on August 27, 2013 ("Prior Credit Facility") by repaying $363.8 million, which represented $300.0 million of its 2013 Term Loan Facility, $63.0 million of its 2013 Revolving Credit Facility, and $0.8 million in accrued interest and fees. Our Prior Credit Facility was originally due in August 2018 and had a prepayment option, therefore the Company did not incur any prepayment penalty. The Company entered into an agreement, dated September 1, 2017, ("Credit Agreement") with certain lenders and Bank of America, N.A. (“BofA”) as administrative agent ("Debt Lenders"). The Credit Agreement provides for a five-year revolving credit facility (the "2017 Revolving Credit Facility") in an aggregate principal amount of up to $600.0 million. The 2017 Revolving Credit Facility also includes a $50 million sub-facility for the issuance of letters of credit and permits swing line loans of up to $25 million. The Company may increase the aggregate commitments under the 2017 Revolving Credit Facility by up to $100 million, plus an amount based on the Company's consolidated leverage ratio on a pro forma basis, subject to certain conditions being met, including lender approval. The Credit Agreement will expire in September 2022. The 2017 Revolving Credit Facility can be prepaid without any premium or penalty. The proceeds of the 2017 Credit Facility may be used for working capital, capital expenditures, Company share repurchases, acquisitions and other corporate purposes, as well as to satisfy the outstanding obligation under the prior credit facility. On September 1, 2017, the Company borrowed $368.0 million under the 2017 Revolving Credit Facility, which was used to pay down the 2013 Term Loan Facility and 2013 Revolving Credit Facility.

The Company determined that the Prior Credit Facility and the 2017 Revolving Credit Facility are not considered substantially different therefore the Company accounted for this transaction as a debt modification. Accordingly, the $0.6 million unamortized debt issuance cost from the Prior Credit Facility will be amortized over the five-year term of the 2017 Revolving Credit Facility. The Company also incurred $1.8 million debt issuance costs for its 2017 Revolving Credit Facility, which will be amortized over the five-year term. Debt issuance costs are recorded in prepaid expenses and other current assets and other assets on the Consolidated Balance Sheets.
 
Borrowings under the 2017 Revolving Credit Facility accrue interest at either (i) based on the Eurodollar Rate plus a margin of 1.125% to 1.875% based on a leverage ratio involving funded indebtedness and EBITDA, or (ii) based upon a base rate of (a) the federal funds rate plus 0.50%, (b) BofA’s announced prime rate, or (c) the Eurodollar Rate plus 1.00%, whichever is highest, plus a margin of 0.125% to 0.875% based on the same leverage ratio, depending upon instructions from the Company. Borrowings under the 2017 Revolving Credit Facility have a contract repayment date of twelve months, or less, and a final maturity of five years if based on the Eurodollar Rate and all overnight borrowings on the base rate would also have a final maturity of five years.
 
The Company must pay a commitment fee on the unused portion of the 2017 Revolving Credit Facility at a rate from 0.125% to 0.25% based on a leverage ratio. The Company may prepay, reduce or terminate the commitments without penalty. Swing line loans under the 2017 Credit Facility will bear interest at the base rate plus the then applicable margin for base rate loans. The Company paid commitment fees of $0.7 million, $0.3 million, and $0.6 million in fiscal years 2017, 2016 and 2015, respectively, related to its borrowings.
 
The Credit Agreement provides that certain material domestic subsidiaries must guaranty the 2017 Revolving Credit Facility, subject to certain limitations on the amount secured. As of September 29, 2017, no subsidiary guaranties were required to be executed under the Credit Agreement.

The Credit Agreement contains provisions that limit the Company's ability to, among other things, incur future indebtedness, contingent obligations or liens, guarantee indebtedness, make certain investments and capital expenditures, sell stock or assets and pay dividends, and consummate certain mergers or acquisitions.

The Credit Agreement contains affirmative and negative covenants applicable to the Company and its subsidiaries that are typical for credit facilities of this type, and that are subject to materiality and other qualifications, carve-outs, baskets and exceptions. The Company has also agreed to maintain certain financial covenants including (i) a maximum consolidated leverage ratio, involving funded indebtedness and EBITDA and (ii) a minimum consolidated interest coverage ratio. The Company was in compliance with all financial covenants under the Credit Agreement for all periods within these consolidated financial statements.

VMS’s Japanese subsidiary (“VMS KK”) has an unsecured uncommitted credit agreement with Sumitomo that enables VMS KK to borrow and have outstanding at any given time a maximum of 3.0 billion Japanese Yen (the “Sumitomo Credit Facility”). In February 2017, the Sumitomo Credit Facility was extended and will expire in February 2018. Borrowings under the Sumitomo Credit Facility accrue interest based on the basic loan rate announced by the Bank of Japan plus a margin of 0.5%.
Total Company interest paid on borrowings was $9.0 million, $10.8 million and $7.1 million in fiscal years 2017, 2016 and 2015, respectively.