Note 7 Debt

12 Months Ended

Sep. 28, 2019

Debt

Long-term debt consisted of the following:



	As of
	September 28, 2019		September 29, 2018
	(In thousands)
Senior secured notes due 2019 ("Secured Notes")	$	—	$	375,000
Term loan due 2023 ("Term Loan"), net of issuance costs	370,409		—
Non-interest bearing promissory notes	14,916		17,667
Total long-term debt	385,325		392,667
Less: Current portion of non-interest bearing promissory notes	14,916		3,321
Current portion of long-term debt	23,438		375,000
Long-term debt	$	346,971	$	14,346

Secured Notes. In 2014, the Company issued $375 million of senior secured notes due 2019 ("Secured Notes"). The Secured Notes were repaid upon maturity on June 1, 2019. There was no gain or loss associated with the extinguishment of the Secured Notes.

Non-interest Bearing Promissory Notes. On February 1, 2016, the Company completed an acquisition and financed $15 million of the purchase price with the acquiree using a four-year non-interest bearing promissory note with a discounted value of $12 million as of the acquisition date.

Revolving Credit Facility.

During the first quarter of 2019, the Company entered into a Fourth Amended and Restated Credit Agreement (the "Amended Cash Flow Revolver") that provided for a committed $375 million Term Loan.

On April 5, 2019, the Company entered into an amendment to the Amended Cash Flow Revolver that increased the amount available under the facility from $500 million to $700 million upon satisfaction of certain conditions, including repayment in full of the Company’s Secured Notes.

On May 31, 2019, the Company drew down the Term Loan and used the proceeds to repay the Company's Secured Notes as discussed above. As of September 28, 2019, costs incurred in connection with the amendment of the Amended Cash Flow Revolver and Term Loan are classified as long-term debt and are being amortized to interest expense over the life of the Term Loan using the effective interest method.

Following the satisfaction and discharge of the Indenture dated as of June 4, 2014, using the proceeds of the Term Loan, and the release of all liens securing the Secured Notes, the Company’s debt structure changed as follows, effective June 3, 2019: (i) revolving commitments under the Amended Cash Flow Revolver increased for a total of $700 million in revolving commitments, (ii) the accordion feature of the Amended Cash Flow Revolver was reset so that the Company can obtain, subject to the satisfaction of specified conditions, additional revolving commitments in an aggregate amount of up to $200 million, and (iii) the Company and its subsidiary guarantors’ obligations under the Amended Cash Flow Revolver became secured by substantially all of the assets (excluding real property) of the Company and the subsidiary guarantors, subject to certain exceptions.

Loans under the Amended Cash Flow Revolver bear interest, at the Company's option, at either the LIBOR or a base rate, in each case plus a spread determined based on the Company's credit rating. Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period in the case of LIBOR loans. The outstanding principal amount of all loans under the Amended Cash Flow Revolver, including, the Term Loan, together with accrued and unpaid interest, is due on November 30, 2023. The Company is required to repay a portion of the principal amount of the Term Loan equal to 1.25% in quarterly installments.

Maturities of the Term Loan as of September 28, 2019 by fiscal year are as follows:



	(In Thousands)
2020	23,438
2021	18,750
2022	18,750
2023	14,062
2024	300,000
	$	375,000

Certain of the Company’s domestic subsidiaries are required to be guarantors in respect of the Amended Cash Flow Revolver. The Company and the subsidiary guarantors’ obligations under the Amended Cash Flow Revolver are secured by property of the Company and such guarantors, including, but not limited to cash, accounts receivables, inventory and the shares of the Company's subsidiaries, subject to limited exceptions.

The Amended Cash Flow Revolver requires the Company to comply with a minimum consolidated interest coverage ratio, measured at the end of each fiscal quarter, and at all times a maximum consolidated leverage ratio. The Amended Cash Flow Revolver contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations.

The Company enters into forward interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in the benchmark interest rate (LIBOR) associated with anticipated variable rate borrowings. These interest rate swaps have a maturity date of December 1, 2023, and effectively converts a portion of the Company's variable interest rate obligations to fixed interest rate obligations under its Amended Cash Flow Revolver. These swaps are accounted for as cash flow hedges under ASC Topic 815, Derivatives and Hedging. As of September 28, 2019 and September 29, 2018, interest rate swaps with an aggregate notional amount of $350 million and $50 million, respectively, were outstanding. The aggregate effective interest rate of these swaps as of September 28, 2019 was approximately 4.3%. As of September 28, 2019, due to a decline in interest rates since the time the swaps were put in place, these interest rate swaps had a negative value of $20 million, of which $4 million is included in accrued liabilities and the remaining amount is included in other long-term liabilities on the consolidated balance sheets.

As of September 28, 2019, no borrowings were outstanding under the Amended Cash Flow Revolver and, as of September 29, 2018, $215 million of borrowings were outstanding, under the Amended Cash Flow Revolver. As of September 28, 2019, $8 million of letters of credit were outstanding under the Amended Cash Flow Revolver and $692 million was available to borrow.

Foreign Short-term Borrowing Facilities. As of September 28, 2019, certain foreign subsidiaries of the Company had a total of $69 million of short-term borrowing facilities, under which no borrowings were outstanding. These facilities expire at various dates through the first quarter of 2021.

Debt Covenants

The Company's Amended Cash Flow Revolver requires the Company to comply with certain financial covenants. In addition, the Amended Cash Flow Revolver contains a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restricted payments, selling assets and paying dividends, subject to certain exceptions. The Company was in compliance with these covenants as of September 28, 2019.