XML 21 R11.htm IDEA: XBRL DOCUMENT v3.7.0.1
Note 4 - Debt
3 Months Ended
Apr. 01, 2017
Notes to Financial Statements  
Debt Disclosure [Text Block]
4
. Debt
 
The carrying amounts of debt at
April
1,
2017
and
December
31,
2016
are as follows:
 
(in
thousands
)
 
April 1, 2017
 
 
December 31, 2016
 
Revolving credit facility
  $
    $
112,500
 
Term loan
   
118,750
     
120,313
 
Entrusted loan
   
2,903
     
3,522
 
Euro Senior Notes, Series A due 2023
   
125,616
     
122,313
 
Euro Senior Notes, Series B due 2028
   
101,996
     
99,314
 
USD Senior Notes, Series A due 2022
   
25,000
     
 
USD Senior Notes, Series B due 2027
   
100,000
     
 
Unamortized debt issuance costs
   
(3,742
)    
(3,820
)
Total debt
   
470,523
     
454,142
 
Less: Current maturities
   
(6,250
)    
(6,250
)
Total long-term debt
  $
464,273
    $
447,892
 
 
Revolving Credit Facility / Term Loan
 
 
On
March
4,
2016,
the Company entered into a new
five
year credit agreement with a group of lenders for up to
$700.0
million. The new credit agreement consists of an unsecured revolving credit facility of
$575.0
million and an unsecured term loan credit facility of up to
$125.0
million. In addition, the Company has the ability, from time to time, to increase the size of the revolving credit facility and the term loan facility by up to an additional
$150.0
million, in the aggregate, in each case in minimum increments of
$25.0
million, subject to certain conditions and the agreement of participating lenders. For the term loan credit facility, the Company is required to make quarterly principal payments of
$1.6
million through
March
31,
2018
and
$3.1
million from
June
30,
2018
through
December
31,
2020
with the remaining balance due on
March
4,
2021.
 
Outstanding borrowings under the credit agreement bear interest, at the Company’s option, at either LIBOR, fixed for interest periods of
one,
two,
three
or
six
month periods, plus
1.00%
to
2.00%,
or at the bank’s Base Rate, as defined, plus
0.00%
to
1.00%,
based upon the Company’s Consolidated Leverage Ratio, as defined. The Company is also required to pay commitment fees on unused portions of the credit agreement ranging from
0.15%
to
0.30%,
based on the Consolidated Leverage Ratio, as defined. The credit agreement includes representations, covenants and events of default that are customary for financing transactions of this nature. The effective interest rate on outstanding borrowings under the credit facility was
2.48%
at
April
1,
2017.
 
As of
April
1,
2017,
the Company had
$0.1
million outstanding in letters of credit and had available
$574.9
million of borrowing capacity under the revolving credit facility. At
April
1,
2017,
the Company was in compliance with all covenants under the credit agreement.
 
Senior Notes
 
On
December
8,
2016,
the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold
€212
million aggregate principal amount of senior notes in
two
series. The funding date for the Euro denominated senior notes occurred on
December
8,
2016
for
€117
million in aggregate amount of
1.14%
Senior Notes, Series A, due
December
8,
2023,
and
€95
million in aggregate amount of
1.83%
Senior Notes, Series B due
December
8,
2028
(together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on
June
8
and
December
8,
commencing
June
8,
2017.
 
On
December
8,
2016,
the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold
$125
million aggregate principal amount of senior notes in
two
series. On
February
15,
2017,
$25
million in aggregate principal amount of
3.03%
Senior Notes, Series A, due
February
15,
2022,
and
$100
million in aggregate principal amount of
3.74%
Senior Notes, Series B, due
February
15,
2027
(together, the “U.S. Senior Notes,” and together with the Euro Senior Notes, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes will be payable semiannually on
February
15
and
August
15,
commencing
August
15,
2017.
 
The Senior Notes have not been registered under the Securities Act, or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.
 
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At
April
1,
2017,
the Company was in compliance with all covenants under the revolving credit facility and the Senior Notes.
 
The Company
may
redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders, and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.
 
Entrusted Loan
 
During
2014,
the Company entered into an entrusted loan arrangement (“Entrusted Loan”) of
Chinese renminbi
110.0
million (approximately U.S.
$17.9
million) between
two
of its China legal entities, Littelfuse Semiconductor (“Wuxi”) Company (the “lender”) and Suzhou Littelfuse OVS Ltd. (the “borrower”), utilizing Bank of America, N.A., Shanghai Branch as agent. Direct borrowing and lending between
two
commonly owned commercial entities was strictly forbidden at the time under China’s regulations requiring the use of a
third
party agent to enable loans between Chinese legal entities. As a result, the Entrusted Loan is reflected as both a long-term asset and long-term debt on the Company’s Consolidated Balance Sheets and is reflected in the investing and financing activities in its Consolidated Statements of Cash Flows. Interest expense and interest income will be recorded between the lender and borrower with no net impact on the Company’s Consolidated Statements of Income since the amounts will be offsetting. The loan interest rate per annum is
5.25%.
The Entrusted Loan is used to finance the operation and working capital needs of the borrower and matures in
November
2019.
The balance of the Entrusted Loan was
Chinese renminbi
20.0
million (approximately U.S.
$2.9
million) at
April
1,
2017.