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Debt
 3 Months Ended
Jul. 01, 2022
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes components of our debt:
(In millions, except percentages)
July 1, 2022April 1, 2022
Effective
Interest Rate
3.95% Senior Notes due June 15, 2022
$— $400 4.05 %
New 2.00% Convertible Unsecured Notes due August 15, 2022
525 525 2.62 %
5.00% Senior Notes due April 15, 2025
1,100 1,100 5.00 %
Initial Term Loan due May 7, 20261,009 1,010 
LIBOR plus (1)
Delayed Term loan due May 7, 2026694 703 
LIBOR plus (1)
0.95% Avira Mortgage due December 30, 2030
4 4 0.95 %
1.29% Avira Mortgage due December 30, 2029
4 5 1.29 %
Total principal amount
3,336 3,747 
Less: unamortized discount and issuance costs
(8)(11)
Total debt3,328 3,736 
Less: current portion(614)(1,000)
Total long-term debt$2,714 $2,736 
(1) The term loans bear interest at a rate equal to LIBOR plus a margin based either on the current debt rating of our non-credit-enhanced, senior unsecured long-term debt or consolidated adjusted leverage as defined in the underlying loan agreement. The interest rates for the outstanding term loans are as follows:
July 1, 2022April 1, 2022
Initial Term Loan due May 7, 20262.94 %1.75 %
Delayed Term Loan due May 7, 20262.94 %1.75 %
As of July 1, 2022, the future contractual maturities of debt by fiscal year are as follows:
(In millions)
Remainder of 2023$592 
202489 
202589 
20261,189 
20271,374 
Thereafter3 
Total future maturities of debt$3,336 
Credit facility
We have a credit agreement with financial institutions, which provides a revolving line of credit of $1 billion, a 5-year term loan of $500 million (the Initial Term Loan) and a delayed draw 5-year term loan commitment of $750 million (the Delayed Draw Term Loan). An amendment to the agreement (the First Amendment) also provides for an incremental increase under the Initial Term Loan of $525 million. All term loans and revolver credit facilities mature in May 2026, and the credit facilities remain senior secured.
The principal amount of the Initial Term Loan and the additional borrowings under the First Amendment must be repaid in quarterly installments on the last business day of each calendar quarter in an amount equal to 1.25% of the aggregate principal amount as of the date of the First Amendment. The principal amount of the Delayed Draw Term Loan must be repaid in quarterly installments on the last business day of each calendar quarter in an amount equal to 1.25% of aggregate principal amount as of the borrowing date of the Delayed Draw Term Loan. We may voluntarily repay outstanding principal balances without penalty. As of July 1, 2022, there were no borrowings outstanding under our revolving credit facilities.
Interest on borrowings under the credit agreement can be based on a base rate or the LIBOR at our election. Based on our debt ratings and our consolidated leverage ratios as determined in accordance with the credit agreement, loans borrowed bear interest, in the case of base rate loans, at a per annum rate equal to the applicable base rate plus a margin ranging from 0.125% to 0.75%, and in the case of LIBOR loans, LIBOR, as adjusted for statutory reserves, plus a margin ranging from 1.125% to 1.75%. The unused revolving line of credit is subject to a commitment fee ranging from 0.125% to 0.30% per annum.
Debt covenant compliance
The credit agreement contains customary representations and warranties, non-financial covenants for financial reporting, affirmative and negative covenants, including a covenant that we maintain a consolidated leverage ratio of not more than 5.25 to 1.0, or 5.75 to 1.0 if we acquire assets or business in an aggregate amount greater than $250 million, and restrictions on indebtedness, liens, investments, stock repurchases, and dividends (with exceptions permitting our regular quarterly dividend and other specific capital returns). As of July 1, 2022, we were in compliance with all debt covenants.
Interim facilities
On August 10, 2021, in conjunction with the Proposed Merger, we entered into the Interim Facilities Agreement with certain financial institutions, in which they agreed to provide us with (i) a 7-year term loan interim facility B of $3,600 million (the Interim Facility B), (ii) a 60-day term loan interim facility A1 of $750 million (the Interim Facility A1) and 5-year term loan interim facility A2 of $3,500 million (the Interim Facility A2), and (iii) a 5-year interim revolving facility of $1,500 million (the Interim Revolving Facility) (collectively, the Interim Facilities) and the Commitment Letter (as amended, the Commitment Letter) with certain financial institutions, in which the agreed to provide us with financing no less than the financing available under the Interim Facilities (the Definitive Facilities and, together with the Interim Facilities, the Facilities) to finance the cash consideration payable in connection with the Proposed Merger. The Definitive Facilities will be financed by a syndicate of lenders led by Bank of America, N.A. and Wells Fargo Bank N.A. On January 28, 2022, Bank of America, N.A. and Wells Fargo Bank N.A. agreed to arrange, on a best efforts basis, additional term loans under the Definitive Facilities in an amount up to $500 million. The Interim Facilities Agreement contains, and any definitive financing documentation for the Definitive Facilities entered into in connection with the Commitment Letter (the Facilities Agreement) will contain, customary representations and warranties, events of default and covenants for transactions of this type. The Facilities Agreement will replace the existing credit facility agreement upon the close of the transactions contemplated thereby.
Senior notes
On June 1, 2022, we fully repaid the principal and accrued interest under the 3.95% Senior Notes due June 2022, which had an aggregate principal amount outstanding of $400 million. In addition, we paid $7 million of accrued and unpaid interest through the redemption date.
Accounting for the New 2.00% Convertible Notes
As described in Note 2, on April 2, 2022, we adopted ASU 2020-06 using the modified retrospective method. Prior to the adoption of this guidance, we accounted for our convertible debt instruments under the cash conversion model, requiring the convertible notes to be separated into an equity and liability component. We recognized $56 million in equity, net of tax, which consisted of $9 million in debt discount, representing the difference between the fair value of the liability component and par value, and $47 million in substantial premium due to the fiscal year 2020 amendment, which was accounted for as a debt extinguishment and resulted in the recognition of the New 2.00% Convertible Notes.
Upon adoption of ASU 2020-06, the cash conversion model is now eliminated. We de-recognized the remaining unamortized debt discount of $1 million on the New 2.00% Convertible Notes and therefore will no longer recognize the related amortization as interest expense. Additionally, we recorded a cumulative adjustment to retained earnings of $6 million, net of tax, for the debt discount amortization incurred from issuance through April 2, 2022. The remaining $47 million of substantial premium will remain in equity, as the new guidance did not eliminate the substantial premium model for convertible instruments. Under this new guidance, the New 2.00% Convertible Notes included in our Condensed Consolidated Balance Sheet reflect the par value of the liability
In accordance with the New 2.00% Convertible Notes agreement, we communicated our intent to the convertible note holders to settle the principal and conversion rights in cash upon maturity in August 2022. This election did not have a material impact on our financial results.
As of July 1, 2022 and April 1, 2022, our Convertible Senior Notes consisted of the following:
July 1, 2022April 1, 2022
(In millions)
New 2.00% Convertible Notes
New 2.00% Convertible Notes
Liability components:
Principal$525 $525 
Unamortized debt discount— (1)
Net carrying amount$525 $524 
Based on the closing price of our common stock of $22.28 on July 1, 2022, the if-converted value of the New 2.00% Convertible Notes exceeded the principal amount by approximately $48 million.
The following table sets forth total interest expense recognized related to our Convertible Senior Notes:
Three Months Ended
(In millions)July 1, 2022July 2, 2021
Contractual interest expense$3 $3 
Amortization of debt discount$— $1 
Payments in lieu of conversion price adjustments (1)
$1 $2 
(1) Payments in lieu of conversion price adjustments consist of amounts paid to holders of the Convertible Senior Notes when our quarterly dividend to our common stockholders exceeds the amounts defined in the Convertible Senior Notes agreements.