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Debt | 6 Months Ended
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Jun. 29, 2018
Text Block [Abstract] |
DEBT, COMMITMENTS AND CONTINGENCIES | DEBT Debt consisted of the following:
As of |  |  |  | Second Quarter of |  | Fiscal Year End
Instrument |  | Date of Issuance |  | 2018 |  | 2017
(In millions) |  |  |  | Amount |  | Amount
Senior Notes: |  |  |  |  |  |
2023 Senior Notes, 4.15%, due June 2023 |  | June 2018 |  | $ | 300.0 |  |  | $ | — |
2028 Senior Notes, 4.90%, due June 2028 |  | June 2018 |  | 600.0 |  |  | — |
2024 Senior Notes, 4.75%, due December 2024 |  | November 2014 |  | 400.0 |  |  | 400.0 |
Credit Facilities: |  |  |  |  |  |
2014 Credit Facility, floating rate, retired |  | November 2014 |  | — |  |  | 389.0 |
2018 Credit Facility, floating rate: |  |  |  |  |  |
Term Loan, due May 2021 |  | May 2018 |  | — |  |  | — |
Revolving Credit Facility, due May 2023 |  | May 2018 |  | — |  |  | — |
Uncommitted facilities, floating rate |  |  |  | — |  |  | 128.0 |
Promissory notes and other debt |  |  |  | 1.3 |  |  | 1.2 |
Unamortized discount and issuance costs |  |  |  | (14.7 | ) |  | (4.3 | )
Total debt |  |  |  | 1,286.6 |  |  | 913.9 |
Less: Short-term debt |  |  |  | 0.4 |  |  | 128.4 |
Long-term debt |  |  |  | $ | 1,286.2 |  |  | $ | 785.5 |
Each of the Company's debt agreements requires it to maintain compliance with certain debt covenants, all of which the Company was in compliance with at the end of the second quarter of fiscal 2018. Debt Maturities At the end of the second quarter of fiscal 2018, the Company's debt maturities based on outstanding principal were as follows (in millions):
Year Payable |
2018 (Remaining) | $ | 0.4 |
2019 | 0.4 |
2020 | 0.4 |
2021 | 0.1 |
2022 | — |
Thereafter | 1,300.0 |
Total | $ | 1,301.3 |
Senior Notes: 2023 Senior Notes In June 2018, the Company issued an aggregate principal amount of $300.0 million in senior notes (the "2023 Senior Notes") that will mature in June 2023 and bear interest at a fixed rate of 4.15 percent per annum. The interest is payable semi-annually in June and December of each year, commencing in December 2018. The interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the 2023 Senior Notes, as set of forth in the applicable indenture. The 2023 Senior Notes were sold at 99.964 percent of the aggregate principal amount. The Company incurred issuance costs of $0.9 million in connection with the 2023 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the 2023 Senior Notes. The 2023 Senior Notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured indebtedness. 2028 Senior Notes In June 2018, the Company issued an aggregate principal amount of $600.0 million in senior notes (the "2028 Senior Notes") that will mature in June 2028 and bear interest at a fixed rate of 4.90 percent per annum. The interest is payable semi-annually in June and December of each year, commencing in December 2018. The interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the 2028 Senior Notes, as set of forth in the applicable indenture. The 2028 Senior Notes were sold at 99.867 percent of the aggregate principal amount. The Company incurred issuance costs of $1.8 million in connection with the 2028 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the 2028 Senior Notes. The 2028 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. In June 2018, the Company used a portion of the proceeds to pay down and terminate the $300.0 million amount outstanding under the Revolving Credit Agreement (the “2018 Interim Credit Facility”), dated as of February 2, 2018. 2024 Senior Notes In November 2014, the Company issued an aggregate principal amount of $400.0 million in senior notes (the "2024 Senior Notes") that will mature in December 2024 and bear interest at a fixed rate of 4.75 percent per annum. The interest is payable semi-annually in December and June of each year. The Company incurred issuance costs of $3.0 million in connection with the 2024 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the senior notes. The 2024 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. The 2023 Senior Notes, the 2028 Senior Notes and the 2024 Senior Notes are collectively referred to herein as the “Senior Notes.” The Company may redeem the notes of each series of Senior Notes at its option in whole or in part at any time, in accordance with the terms and conditions set forth in the indenture governing such series. Such indenture also contains covenants limiting the Company’s ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of the Company’s properties and assets, each subject to certain exceptions. The Senior Notes are classified as long-term debt in the Consolidated Balance Sheets. Credit facilities: Bridge Facility: On April 23, 2018, the Company entered into a bridge loan commitment letter with a group of lenders (the “Bridge Commitment Letter”) in connection with the acquisition of Viewpoint. Under the Bridge Commitment Letter, the lenders committed to provide a 364-day senior unsecured bridge term loan credit facility in an aggregate principal amount of up to $1.2 billion and, in the case of one lender, a $1.0 billion backstop revolving credit facility (collectively, the “Bridge Facility”). Under the terms of the commitment letter, the Bridge Facility was reduced to $700.0 million in May 2018 upon entering into the 2018 Credit Facility (as defined below) and terminated in June 2018 upon the issuance of the 2023 Senior Notes and the 2028 Senior Notes. For the second quarter of fiscal 2018, the Company incurred costs in connection with the Bridge Facility of $5.8 million that were recorded to Interest expense, net. 2018 Credit Facility In May 2018, the Company entered into a new credit agreement, (the “2018 Credit Facility”), with JPMorgan Chase Bank, N.A. and certain other institutional lenders that provides for unsecured credit facilities in the aggregate principal amount of $1.75 billion, comprised of a five-year revolving loan facility of $1.25 billion (the “Revolving Credit Facility”) and a delayed draw three-year term loan facility of $500.0 million (the “Term Loan”). Subject to the terms of the 2018 Credit Facility, the Company may request an additional loan facility up to $500.0 million. The proceeds of the borrowings under the Revolving Credit Facility, together with cash on hand, were used to pay in full the outstanding amounts under and to terminate the Company’s prior revolving credit facility dated November 2014. The net proceeds of the Senior Notes offering in June 2018 were used to temporarily pay down the outstanding borrowings under the Revolving Credit Facility and the Uncommitted Facilities. At the end of second quarter of fiscal 2018, no amounts were outstanding under the 2018 Credit Facility. The Term Loan may be borrowed only in connection with the closing of the acquisition of Viewpoint, which occurred in July 2018. The Company may use the proceeds of future borrowings under the Revolving Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted acquisitions. The Company recognized $4.8 million of debt issuance costs associated with the 2018 Credit Facility that, along with prior unamortized costs, are being amortized to interest expense over the term of the 2018 Credit Facility. The Company may borrow funds under the 2018 Credit Facility in U.S. Dollars in the case of the Term Loan and U.S. Dollars, Euros or in certain other agreed currencies in the case of the Revolving Credit Facility. Borrowings will bear interest, at the Company’s option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) an adjusted LIBOR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.00% and 0.875%; (b) an adjusted LIBOR rate (based on one, two, three or six-month interest periods), plus a margin of between 1.00% and 1.875%; or (c) an adjusted EURIBOR rate (based on one, two, three or six-month interest periods), plus a margin of between 1.00% and 1.875%. The applicable margin in each case is determined based on either the Company’s credit rating at such time or the Company’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to the Company. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR rate or EURIBOR rate. The 2018 Credit Facility contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2018 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict the Company's and its subsidiaries’ ability to create liens and enter into sale and leaseback transactions and that restrict its subsidiaries’ ability to incur indebtedness. Further, the 2018 Credit Facility contains financial covenants that require the maintenance of minimum interest coverage and maximum leverage ratios. Specifically, the Company must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2018 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters (adjusted for proforma effects of Viewpoint acquisition) of not less than 3.50 to 1.00. The Company must also maintain a Leverage Ratio (as defined in the 2018 Credit Facility) of not greater than 3.50:1.00; provided that (i) after the closing of the Viewpoint acquisition has occurred, the maximum Leverage Ratio permitted at the end of the fiscal quarter during which such closing shall have occurred and at the end of each of the three fiscal quarters immediately following such fiscal quarter shall be 4.25:1.00 and the maximum Leverage Ratio permitted at the end of each of the next two fiscal quarters immediately following thereafter shall be 3.75:1.00, and (ii) in the event the Company or any subsidiary shall complete any Material Acquisition (as defined in the 2018 Credit Facility) (other than the Viewpoint acquisition) in which the cash consideration paid by it exceeds $100.0 million, the Company may, by a notice delivered to the administrative agent (which shall furnish a copy thereof to each Lender), increase to 3.75:1.00 the maximum Leverage Ratio permitted at the end of the fiscal quarter during which such Material Acquisition shall have occurred and each of the three immediately following fiscal quarters (but not for any subsequent fiscal quarter). The 2018 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. If any principal is not paid when due, interest on such amount will accrue at an increased rate. Upon the occurrence and during the continuance of an event of default, the lenders may accelerate the Company's obligations under the 2018 Credit Facility; however, that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company. Uncommitted Facilities The Company has two $75.0 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). No amounts were outstanding at the end of the second quarter of fiscal 2018 under the Uncommitted Facilities. The $128.0 million outstanding at the end of fiscal 2017 under the Uncommitted Facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 2.24% at the end of fiscal 2017 and is payable on a monthly basis. Promissory Notes and Other Debt At the end of the second quarter of fiscal 2018 and the year end of fiscal 2017, the Company had promissory notes and other notes payable totaling approximately $1.3 million and $1.2 million, respectively, of which $0.9 million and $0.8 million, respectively, was classified as long-term in the Condensed Consolidated Balance Sheet.

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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