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Debt
9 Months Ended
Sep. 28, 2024
Debt Disclosure [Abstract]  
Debt
6 Debt
On July 12, 2024 the Company entered into a private Master Note Facility Agreement (the “Shelf Agreement”) pursuant to which the Company may, at its option, authorize the issuance and sale of senior promissory notes (the “Shelf Notes”) up to an aggregate principal amount of $200 million. The purchase of any Shelf Notes is in the sole discretion of NYL Investors LLC. Any Shelf Notes sold or issued pursuant to the Shelf Agreement will mature no more than 15 years after the issuance date and will bear interest on the unpaid balance from the issuance date at the rates specified in the
Shelf
Agreement.
The Company has a
five-year
, $2.0 billion revolving credit facility (the “Credit Facility”) that matures in September 2026. As of September 28, 2024 and December 31, 2023, the Credit Facility had a total of $0.6 billion and $1.1 billion outstanding, respectively.
The interest rates applicable under the Credit Facility are, at the Company’s option, equal to either the alternate base rate (which is a rate per annum equal to the greatest of (1) the prime rate in effect on such day, (2) the Federal Reserve Bank of New York Rate on such day plus 1⁄2 of 1% per annum and (3) the adjusted Term SOFR rate for a one-month interest period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1% annum) or the applicable 1, 3 or 6 month adjusted Term SOFR or EURIBO rate for euro-denominated loans, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 and 12.5 basis points for alternate base rate loans and between 80 and 112.5 basis points for Term SOFR or EURIBO rate loans. The facility fee on the Credit Facility ranges between 7.5 and 25 basis points per annum, based on the leverage ratio, of the amount of the revolving facility commitments and the outstanding term loan. The Credit Facility requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, the Credit Facility includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
As of both September 28, 2024 and December 31, 2023, the Company had a total of $
1.3
 billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. Interest on the floating rate senior unsecured notes is payable quarterly. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.
 
The Company had the following outstanding debt at September 28, 2024 and December 31, 2023 (in thousands):
 
    
September 28, 2024
    
December 31, 2023
 
Senior unsecured notes - Series G -
3.92
%, due June 2024
     —         50,000  
  
 
 
    
 
 
 
Total notes payable and debt, current
     —         50,000  
Senior unsecured notes - Series K -
3.44
%, due May 2026
     160,000        160,000  
Senior unsecured notes - Series L -
3.31
%, due September 2026
     200,000        200,000  
Senior unsecured notes - Series M -
3.53
%, due September 2029
     300,000        300,000  
Senior unsecured notes - Series N -
1.68
%, due March 2026
     100,000        100,000  
Senior unsecured notes - Series O -
2.25
%, due March 2031
     400,000        400,000  
Senior unsecured notes - Series P -
4.91
%, due May 2028
     50,000        50,000  
Senior unsecured notes - Series Q -
4.91
%, due May 2030
     50,000        50,000  
Credit agreement
     570,000        1,050,000  
Unamortized debt issuance costs
     (3,752 )
 
     (4,487
  
 
 
    
 
 
 
Total long-term debt
     1,826,248        2,305,513  
  
 
 
    
 
 
 
Total debt
   $ 1,826,248      $ 2,355,513  
  
 
 
    
 
 
 
As of September 28, 2024 and December 31, 2023, the Company had a total amount available to borrow under the Credit Facility of $1.4 billion and $0.9 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 4.14% and 4.69% at September 28, 2024 and December 31, 2023, respectively. As of September 28, 2024, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $
1
13
 million and $
114
 million at September 28, 2024 and December 31, 2023, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of September 28, 2024 or December 31, 2023.