Debt

Long-term debt consisted of the following:



	As of
	June 28, 2014		September 28, 2013
	(In thousands)
Secured debt due 2015	$	40,000	$	40,000
Senior notes due 2019 ("2019 Notes")	235,585		500,000
Senior secured notes due 2019 ("Secured Notes")	375,000		—
Non-interest bearing notes payable	14,789		—
Fair value adjustment (1)	9,609		22,512
Total	$	674,983	$	562,512
Less: Current Portion	$	138,261	$	—
Total long-term debt	$	536,722	$	562,512

(1) Represents fair value hedge accounting balance related to interest rate swaps. See Note 4 for discussion.

Secured Notes

During the third quarter of 2014, the Company entered into an indenture among the Company, certain subsidiaries of the Company, as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee and as notes collateral agent (the “Indenture”) and issued $375 million aggregate principal amount of senior secured notes due 2019 ("Secured Notes"). The Secured Notes mature on June 1, 2019 and bear interest at an annual rate of 4.375%, payable semi-annually in arrears in cash. In connection with issuance of the Secured Notes, the Company incurred debt issuance costs of $5.1 million which are included in other non-current assets on the unaudited condensed consolidated balance sheet and are being amortized to interest expense over the term of the Secured Notes using the effective interest method.

The Secured Notes are senior secured obligations and are fully and unconditionally guaranteed (the "Guarantees"), jointly and severally, on a senior secured basis by the Guarantors. In connection with the issuance of the Secured Notes, the Company and the Guarantors entered into a Security Agreement, dated June 4, 2014, with U.S. Bank National Association, as notes collateral agent (the “Security Agreement”). The Secured Notes and the Guarantees are secured by a first-priority lien, subject to permitted liens, on certain of the Company’s and the Guarantors’ tangible and intangible assets including certain real property, equipment and intellectual property, and by a second-priority lien on certain of the Company’s and the Guarantors’ assets, including accounts receivable, inventory and stock of subsidiaries, securing the Company’s asset-backed credit facility.

All or any portion of the Secured Notes may be redeemed, at any time, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Secured Notes redeemed plus accrued and unpaid interest, plus a make-whole premium. In addition, prior to June 1, 2017, the Company may redeem up to 35% of the aggregate principal amount of the Secured Notes outstanding at a redemption price equal to 104.375% of the principal amount, plus accrued and unpaid interest, with the proceeds of certain equity offerings. Following a change of control, as defined in the Indenture, the Company will be required to make an offer to repurchase all of the Secured Notes at a purchase price of 101% of the principal amount of the Secured Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The Indenture includes certain customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other things:

•incur additional debt, including guarantees by its restricted subsidiaries;


•	make investments and other restricted payments, pay dividends on capital stock, or redeem or repurchase its capital stock or subordinated obligations;

•create specified liens;

•sell assets;


•	create or permit restrictions on the ability of its restricted subsidiaries to pay dividends or make other distributions to the Company or other subsidiaries of the Company;

•engage in transactions with affiliates; and

•consolidate or merge with or into other companies or sell all or substantially all of the Company’s assets.

The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.

The Indenture provides for specified events of default, including payment defaults, breaches of covenants, certain payment defaults at final maturity or acceleration of other indebtedness, failure to pay certain judgments, certain events of bankruptcy, insolvency and reorganization involving the Company or certain of its subsidiaries and certain instances in which a guarantee ceases to be in full force and effect. If any event of default occurs and is continuing, subject to certain exceptions, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Secured Notes, may declare all the Secured Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization involving the Company, such amounts with respect to the Secured Notes will be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the Secured Notes.

2019 Notes

During the third quarter of 2014, the Company redeemed $264.4 million of its outstanding 2019 Notes at par plus a redemption premium and accrued interest and recorded a net loss on extinguishment of debt of $8.2 million, consisting of redemption premiums of $14.8 million, a write-off of unamortized debt issuance costs of $3.9 million and third party costs of $0.5 million, partially offset by an $11.0 million credit for the fair value hedge adjustment associated with the extinguished 2019 Notes. This loss was recorded in other expense, net on the unaudited condensed consolidated statements of income.

Additionally, during the third quarter of 2014, the Company called $135.6 million of its 2019 Notes for redemption, which was completed early in the fourth quarter of 2014. These notes were redeemed at par plus a redemption premium and accrued interest. In connection with this redemption, the Company will record a net loss on extinguishment of debt of $3.6 million, consisting of redemption premiums of $7.1 million and a write-off of unamortized debt issuance costs of $2.0 million, partially offset by a $5.5 million credit for the fair value hedge adjustment associated with the extinguished 2019 Notes.

Non-interest bearing notes payable

The Company issued unsecured, interest-free, 5 year term notes (payable annually) with a face value of $17.1 million for certain assets acquired during the third quarter of 2014. The discounted value of the notes issued was $14.8 million (see Note 13).

Short-term debt

The Company has a $300 million secured asset-backed revolving credit facility. Borrowings under this facility bear interest, at the Company's option, at a rate equal to LIBOR or a base rate equal to Bank of America, N.A.'s announced prime rate, in each case plus a spread. The facility expires on March 16, 2017. As of June 28, 2014, no borrowings and $22.7 million of letters of credit were outstanding under this facility.

As of June 28, 2014, certain foreign subsidiaries of the Company had a total of $84 million of short-term borrowing facilities, under which no borrowings were outstanding. These facilities expire at various dates through the second quarter of 2015.

Debt covenants

Other than the Company's secured debt due in 2015, the Company's debt agreements do not contain financial covenants currently applicable to the Company, but do include a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restricted payments, selling assets, paying dividends and redeeming or repurchasing capital stock and debt, subject to certain exceptions. The Company's secured debt due in 2015 requires the Company to maintain a minimum fixed charge coverage ratio during its term. The Company was in compliance with these covenants as of June 28, 2014.