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Debt |  | 9 Months Ended
--- | --- | ---
Oct. 16, 2020 | Sep. 26, 2020
Debt Disclosure [Abstract] |  |
Debt |  | Debt: The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):
|  | September 26, 2020 |  | December 28, 2019 |  | September 28, 2019
Senior Notes |  | $ | 150.0 |  |  | $ | 150.0 |  |  | $ | 150.0 |
Senior Credit Facility: |  |  |  |  |  |
February 2016 Term Loan |  | 130.0 |  |  | 145.0 |  |  | 150.0 |
June 2017 Term Loan |  | 80.0 |  |  | 87.5 |  |  | 90.0 |
March 2020 Term Loan |  | 200.0 |  |  | — |  |  | — |
April 2020 Term Loan |  | 350.0 |  |  | — |  |  | — |
Revolving credit loans |  | — |  |  | 15.0 |  |  | 255.0 |
Total outstanding borrowings |  | 910.0 |  |  | 397.5 |  |  | 645.0 |
Less: unamortized debt issuance costs |  | (0.7) |  |  | (1.0) |  |  | (1.1) |
Total debt |  | 909.3 |  |  | 396.5 |  |  | 643.9 |
Less: current portion of long-term debt |  | (380.0) |  |  | (30.0) |  |  | (30.0) |
Long-term debt |  | $ | 529.3 |  |  | $ | 366.5 |  |  | $ | 613.9 |
Outstanding letters of credit |  | $ | 50.4 |  |  | $ | 32.0 |  |  | $ | 34.0 |
Senior Notes On August 14, 2017, the Company entered into a note purchase and private shelf agreement (the “Note Purchase Agreement”), pursuant to which the Company agreed to sell $150 million aggregate principal amount of senior unsecured notes due August 14, 2029 (the “2029 Notes”) in a private placement. The 2029 Notes bear interest at 3.70% per annum with interest payable semi-annually in arrears on each annual and semi-annual anniversary of the issuance date. The obligations under the Note Purchase Agreement are unsecured. Pursuant to the Note Purchase Agreement, the 2029 Notes are redeemable by the Company, in whole at any time or in part from time to time, at 100% of the principal amount being redeemed, together with accrued and unpaid interest thereon and a make whole amount calculated by discounting all remaining scheduled payments on the 2029 Notes by the yield on the U.S. Treasury security with a maturity equal to the remaining average life of the Notes plus 0.50%. Senior Credit Facility On February 19, 2016, the Company entered into a senior credit facility (the “2016 Senior Credit Facility”), as amended from time to time, which provides borrowing capacity under term loan agreements as well as a revolving credit facility. Proceeds from the 2016 Senior Credit Facility may be used for working capital, capital expenditures, dividends, share repurchases, and other matters. There are no compensating balance requirements associated with the 2016 Senior Credit Facility. The 2016 Senior Credit Facility contains a $500 million revolving credit facility (the “Revolver”) with a sublimit of $50 million for swingline loans. This agreement is unsecured and matures on February 19, 2022. Borrowings under the Revolver bear interest either at the bank’s base rate (3.250% at September 26, 2020) or at the London Inter-Bank Offer Rate (“LIBOR”) (0.146% at September 26, 2020) plus an additional amount ranging from 0.500% to 1.125% per annum (0.750% at September 26, 2020), adjusted quarterly based on our leverage ratio. The Company is also required to pay, quarterly in arrears, a commitment fee for unused capacity ranging from 0.075% to 0.200% per annum (0.125% at September 26, 2020), adjusted quarterly based on the Company’s leverage ratio. On February 19, 2016, at the inception of the 2016 Senior Credit Facility, the Company entered into a $200 million term loan (the “February 2016 Term Loan”). This agreement is unsecured and matures on February 19, 2022. The February 2016 Term Loan of $200 million requires quarterly payments totaling $10 million per year in years one and two and $20 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of February 19, 2022. Borrowings under the February 2016 Term Loan bear interest either at the bank’s base rate (3.250% at September 26, 2020) or at LIBOR (0.146% at September 26, 2020) plus an additional amount ranging from 0.500% to 1.125% per annum (0.750% at September 26, 2020), adjusted quarterly based on our leverage ratio. On June 15, 2017, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “June 2017 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $100 million. This agreement is unsecured and matures on June 15, 2022. The June 2017 Term Loan of $100 million requires quarterly payments totaling $5 million per year in years one and two and $10 million per year in years three through the maturity date, with the remaining balance due in full on the maturity date of June 15, 2022. Borrowings under the June 2017 Term Loan bear interest either at the bank’s base rate (3.250% at September 26, 2020) or at LIBOR (0.146% at September 26, 2020) plus an additional 1.000% per annum. On March 12, 2020, pursuant to an accordion feature available under the 2016 Senior Credit Facility, the Company entered into an incremental term loan agreement (the “March 2020 Term Loan”) which increased the term loan capacity under the 2016 Senior Credit Facility by $200 million. This agreement is unsecured and matures with the amount due in full on March 16, 2022. Borrowings under the March 2020 Term Loan bear interest either at the bank’s base rate (3.250% at September 26, 2020) or at LIBOR (0.146% at September 26, 2020) plus an additional 0.750% per annum. On April 22, 2020, the Company entered into a second amendment to the 2016 Senior Credit Facility (the “Second Amendment”) to, among other things, increase the option to increase the aggregate principal amount of Revolving Loan Commitments and Incremental Term Loans (as defined in the 2016 Senior Credit Facility) up to an amount not to exceed $650 million. Simultaneously with the Second Amendment, the Company entered into an incremental term loan agreement (the “April 2020 Term Loan”) in the amount of $350 million, which is in addition to the 2016 Senior Credit Facility’s existing term loan and revolving credit facility. This agreement is unsecured and matures with the amount due in full on April 21, 2021. Borrowings under the April 2020 Term Loan bear interest either at the bank’s base rate (3.250% at September 26, 2020) plus an additional amount ranging from 0.250% to 1.500% per annum (0.750% at September 26, 2020) or at LIBOR (0.146% at September 26, 2020), with a floor of 0.750%, plus an additional amount ranging from 1.250% to 2.500% per annum (1.750% at September 26, 2020), adjusted quarterly based on our leverage ratio. As further described in Note 6 to the Condensed Consolidated Financial Statements, the Company has entered into interest rate swap agreements in order to hedge our exposure to variable rate interest payments associated with each of the term loans under the 2016 Senior Credit Facility other than the April 2020 Term Loan. Covenants and Default Provisions of the Debt Agreements The 2016 Senior Credit Facility and the Note Purchase Agreement (collectively, the “Debt Agreements”) require quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio. Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments). The fixed charge coverage ratio shall be greater than or equal to 2.00 to 1.0 as of the last day of each fiscal quarter. The leverage ratio compares rental expense (excluding any straight-line rent adjustments) multiplied by a factor of six plus total debt to consolidated EBITDAR. The leverage ratio shall be less than or equal to 4.00 to 1.0 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional indebtedness, capital expenditures, business operations, guarantees, investments, mergers, consolidations and sales of assets, prepayment of debts, transactions with subsidiaries or affiliates, and liens. As of September 26, 2020, the Company was in compliance with all debt covenants. The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, payment under the Debt Agreements could become due and payable. In addition, under the Note Purchase Agreement, upon an event of default or change of control, the make whole payment described above may become due and payable. The Note Purchase Agreement also requires that, in the event the Company amends its 2016 Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Agreement or that are similar to those contained in the Note Purchase Agreement but which contain percentages, amounts, formulas or grace periods that are more restrictive than those set forth in the Note Purchase Agreement or are otherwise more beneficial to the lenders thereunder, the Note Purchase Agreement shall be automatically amended to include such additional or amended covenants and/or default provisions. Subsequent Event - Amendment to Senior Credit Facility and Senior Notes On October 16, 2020, the 2016 Senior Credit Facility and Note Purchase Agreement were amended to remove the Company’s material subsidiaries as guarantors thereof and delete the requirement that future material subsidiaries of the Company become guarantors, provided that the Note Purchase Agreement will require future subsidiary guarantees if they are likewise required under any other material credit facility. The respective agreements were also amended to permit the Company to issue senior unsecured notes on or before December 31, 2020, in an amount up to $750 million.
Subsequent Events | Subsequent Event - Amendment to Senior Credit Facility and Senior NotesOn October 16, 2020, the 2016 Senior Credit Facility and Note Purchase Agreement were amended to remove the Company’s material subsidiaries as guarantors thereof and delete the requirement that future material subsidiaries of the Company become guarantors, provided that the Note Purchase Agreement will require future subsidiary guarantees if they are likewise required under any other material credit facility. The respective agreements were also amended to permit the Company to issue senior unsecured notes on or before December 31, 2020, in an amount up to $750 million. |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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