Note 7: Long-Term Debt

The Company's long-term debt consists of the following (annualized interest rates, in millions):



	As of
	September 28, 2018			December 31, 2017
Amended Credit Agreement:
Revolving Credit Facility due 2021, interest payable monthly at 3.49% and 3.07%, respectively	$	400.0		$	400.0
Term Loan “B” Facility due 2023, interest payable monthly at 3.99% and 3.57%, respectively	1,134.5			1,204.5
1.00% Notes due 2020 (1)	690.0			690.0
1.625% Notes due 2023 (2)	575.0			575.0
Note payable to SMBC due 2016 through 2018, interest payable quarterly at 0% and 3.09%, respectively (3)	—			122.7
Other long-term debt (4)	100.6			182.8
Gross long-term debt, including current maturities	2,900.1			3,175.0
Less: Debt discount (5)	(149.5		)	(178.8		)
Less: Debt issuance costs (6)	(35.7		)	(44.4		)
Net long-term debt, including current maturities	2,714.9			2,951.8
Less: Current maturities	(99.2		)	(248.1		)
Net long-term debt	$	2,615.7		$	2,703.7

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(1)	Interest is payable on June 1 and December 1 of each year at 1.00% annually.


(2)	Interest is payable on April 15 and October 15 of each year at 1.625% annually.


(3)	This loan represented SCI LLC's non-collateralized loan with SMBC, which was guaranteed by the Company.


(4)	Consists of U.S. real estate mortgages, term loans, revolving lines of credit and other facilities at certain international locations where interest is payable weekly, monthly or quarterly, with interest rates ranging between 1.00% and 4.00% and maturity dates between 2018 and 2020.


(5)	Debt discount of $47.0 million and $62.0 million for the 1.00% Notes, $92.7 million and $104.3 million for the 1.625% Notes and $9.8 million and $12.5 million for the Term Loan "B" Facility, in each case as of September 28, 2018 and December 31, 2017, respectively.


(6)	Debt issuance costs of $6.5 million and $8.6 million for the 1.00% Notes, $8.9 million and $10.0 million for the 1.625% Notes and $20.3 million and $25.8 million for the Term Loan "B" Facility, in each case as of September 28, 2018 and December 31, 2017, respectively.

Expected maturities relating to the Company’s long-term debt (including current maturities) as of September 28, 2018 are as follows (in millions):



Period	Expected Maturities
Remainder of 2018	$	68.4
2019	31.2
2020	690.9
2021	400.0
2022	—
Thereafter	1,709.6
Total	$	2,900.1

Fourth Amendment to Credit Agreement

On May 31, 2018, the Company and certain of the Company’s subsidiaries, as guarantors (the “Guarantors”), entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, dated as of April 15, 2016, as amended by the First Amendment to the Credit Agreement, dated as of September 30, 2016, the Second Amendment to the Credit Agreement, dated as of March 31, 2017, and the Third Amendment to the Credit Agreement, dated as of November 30, 2017 (as amended, the “Credit Agreement”), with the several lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent (the “Agent”).

Borrowings under the Credit Agreement may be incurred in U.S. Dollars, Euros, Pounds Sterling, Japanese Yen or any other currency approved by the Agent and the lenders under a $1.0 billion revolving credit facility (the "Revolving Credit Facility"), subject to certain qualifications described in the Credit Agreement. Regardless of currency, all borrowings under the Credit Agreement may, at the Company’s option, be incurred as either eurocurrency loans (“Eurocurrency Loans”) or alternate base rate loans (“ABR Loans”).

Pursuant to the Credit Agreement, for any interest period ending after the date of the Fourth Amendment, Eurocurrency Loans will accrue interest at (i) a base rate per annum equal to the Adjusted LIBO Rate (as defined in the Credit Agreement) plus (ii) an applicable margin equal to (x) 1.25% with respect to borrowings under the Revolving Credit Facility (with step-downs and step-ups as set forth in the Credit Agreement) or (y) 1.75% with respect to borrowings under a $2.4 billion term loan “B” facility (the "Term Loan “B” Facility").

Pursuant to the Credit Agreement, ABR Loans will accrue interest at (i) a base rate per annum equal to the highest of (x) the Federal funds rate plus 0.50%, (y) the prime commercial lending rate announced by the Agent from time to time as its prime lending rate and (z) the Adjusted LIBO Rate for a one month interest period (or if such day is not a business day, the immediately preceding business day) (determined after giving effect to any applicable “floor”) plus 1.00%; provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate (as defined in the Credit Agreement), subject to the interest rate floors set forth in the Credit Agreement, plus (ii) an applicable margin equal to (x) 0.25% with respect to borrowings under the Revolving Credit Facility (with step-downs and step-ups as set forth in the Credit Agreement) or (y) 0.75% with respect to borrowings under the Term Loan “B” Facility.

The obligations under the Credit Agreement are guaranteed by the Guarantors and collateralized by a pledge of substantially all of the assets of the Company and the Guarantors, including a pledge of the equity interests in certain of the Company’s domestic and first tier foreign subsidiaries, subject to customary exceptions. The obligations under the Credit Agreement are also collateralized by mortgage on certain real property assets of the Company and its domestic subsidiaries.

The Credit Agreement includes financial maintenance covenants, including, among others, a maximum total net leverage ratio and a minimum interest coverage ratio. It also contains other customary affirmative and negative covenants and events of default. The Company was in compliance with its covenants as of September 28, 2018.

Debt Refinancing and Prepayment

The Company incurred third party, legal and other fees of $1.1 million related to the Fourth Amendment. The Company performed an analysis and recorded a debt extinguishment charge of $2.6 million, which included a write-off of $1.5 million of unamortized debt discount and issuance costs and $1.1 million in third party fees, as previously mentioned.

During the quarters ended September 28, 2018 and June 29, 2018, the Company prepaid $20.0 million and $50.0 million, respectively, of borrowings under the Term Loan “B” Facility and expensed $0.5 million and $1.4 million, respectively, of unamortized debt discount and issuance costs attributed to the partial pay-down as loss on debt refinancing and prepayment.

1.00% Notes due 2020

During the quarters ended June 29, 2018 and March 30, 2018, the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on June 30, 2018 and March 31, 2018, respectively, was greater than or equal to $24.05 (130% of the conversion price of the 1.00% Notes) on each applicable trading day (considered a “conversion trigger”). As a result, the Company recorded the outstanding balance of the 1.00% Notes, net of discount, as a current portion of long-term debt as of June 29, 2018 and March 30, 2018. During the quarter ended September 28, 2018, there was no conversion trigger, and the outstanding balance of the 1.00% Notes, net of discount of $636.5 million, was classified as a long-term debt in the Consolidated Balance Sheet as of September 28, 2018.

Note Payable to SMBC

On January 31, 2013, the Company amended and restated its seven-year, non-collateralized loan obligation with SANYO Electric. In connection with the amendment and restatement of the loan agreement, SANYO Electric assigned all of its rights under the loan agreement to SMBC. The loan had an original principal amount of approximately $377.5 million and had a principal balance of $122.7 million as of December 31, 2017. The entire balance was repaid on the due date of January 2, 2018.