XML 35 R18.htm IDEA: XBRL DOCUMENT v3.25.3
Borrowings and Credit Arrangements
12 Months Ended
Sep. 27, 2025
Debt Disclosure [Abstract]  
Borrowings and Credit Agreements Borrowings and Credit Agreements
The Company’s borrowings consisted of the following: 
September 27,
2025
September 28,
2024
Current debt obligations, net of debt discount and deferred issuance costs:
Term Loan$2.9 $37.5 
Total current debt obligations$2.9 $37.5 
Long-term debt obligations, net of debt discount and issuance costs:
Term Loan1,163.8 1,158.7 
2028 Senior Notes398.3 397.6 
2029 Senior Notes942.9 940.8 
Total long-term debt obligations2,505.0 2,497.1 
Total debt obligations$2,507.9 $2,534.6 
The debt maturity schedule for the Company’s obligations as of September 27, 2025 was as follows:
202620272028202920302031 and Thereafter Total
Term Loan$2.9 $16.1 $29.2 $36.5 $1,084.3 $— $1,169.0 
2028 Senior Notes— — 400.0 — — — 400.0 
2029 Senior Notes— — — 950.0 — — 950.0 
$2.9 $16.1 $429.2 $986.5 $1,084.3 $— $2,519.0 
2025 Credit Agreement
On July 15, 2025, the Company, together with certain of its subsidiaries, refinanced its 2021 Term Loan and 2021 Revolver by entering into Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (“2025 Credit Agreement”) to its Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to Refinancing Amendment No.4) with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Leader and L/C Issuer, and certain other lenders. All of the proceeds under the 2025 Term Loan as defined below were used to repay the amounts outstanding under the 2021 Term Loan. Borrowings under the 2025 Credit Agreement are secured by first-priority liens on, and a first-priority security interest in (in each case subject to certain liens permitted under the 2025 Credit Agreement), substantially all of the Company’s U.S. assets of the Subsidiary Guarantors. These liens are subject to release during the term of the facilities if the Company is able to achieve certain corporate or corporate family ratings and other conditions are met. The credit facilities under the 2025 Credit Agreement consist of:
A $1.169 billion secured term loan (“2025 Term Loan”) with a stated maturity date of July 15, 2030; and
A secured revolving credit facility (the “2025 Revolver”) under which the Company may borrow up to $1.25 billion, subject to certain sublimits, with a maturity date of July 15, 2030.
Borrowings under the 2025 Credit Agreement, other than Swing Line Loans, bear interest, at the Company’s option, at the Base Rate, the Daily SOFR Rate, the Term SOFR Rate, the Alternative Currency Daily Rate, and the Alternative Currency Term Rate, in each case plus the Applicable Rate.
The Applicable Rate with respect to the Base Rate, Daily SOFR Rate, Term SOFR Rate, the Alternative Currency Daily Rate and the Alternative Currency Term Rate is subject to specified changes depending on the Total Net Leverage Ratio (as defined in Refinancing Amendment No.4). The Term Loan borrowings initially bear interest at an annual rate equal to Term SOFR Rate plus 1.10%. As of September 27, 2025, the interest rate under the 2025 Term Loan was 5.26% per annum.
The Company is required to pay a quarterly commitment fee on the undrawn committed amount available under the 2025 Revolver. The per annum rate of the commitment fee is initially 0.15% and, after September 27, 2025, is subject to adjustment to a maximum of 0.20% per annum based on Company’s Total Net Leverage Ratio.
The Company is required to make scheduled principal payments under the 2025 Term Loan in increasing amounts, which is $2.92 million per three-month period from September 25, 2026 through June 25, 2027, and increases to $7.31 million per three-month period through June 29, 2029 and $14.61 million per three month period through June 28, 2030. The remaining balance of $1.040 billion (or such lesser aggregate principal amount of the Term Loans then outstanding) on the 2025 Term Loan and any amounts outstanding under the 2025 Revolver are due at maturity. In addition, subject to the terms and conditions set forth in the 2025 Credit Agreement, the Company is required to make certain mandatory prepayments from the net proceeds of specified types of asset sales (subject to certain reinvestment rights), debt issuances (excluding permitted debt) and insurance recoveries (subject to certain reinvestment rights). Certain of the mandatory prepayments are subject to reduction or elimination if certain financial covenants are met. These mandatory prepayments are required to be applied by the Company first to the 2025 Term Loan, second to any outstanding amount under any Swing Line Loans, third to the 2025 Revolver, fourth to prepay any outstanding reimbursement obligations with respect to letters of credit and fifth to cash collateralize such letters of credit. Subject to certain limitations, the Company may voluntarily prepay any of the 2025 Credit Facilities without premium or penalty. The outstanding principal balance of the 2025 Term Loan was $1.169 billion, and there were no amounts outstanding under the 2025 Revolver.
The 2025 Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting the ability of the Company, subject to negotiated exceptions, to incur additional indebtedness and grant additional liens on its assets, engage in mergers or acquisitions or dispose of assets, enter into sale-leaseback transactions, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their businesses. In addition, the 2025 Credit Agreement requires the Company to maintain certain financial ratios. The 2025 Credit Agreement also contains customary representations and warranties and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults and an event of default upon a change of control of the Company. These covenants are consistent with those under the 2021 Credit Agreement, and the Company was in compliance with these covenants as of September 27, 2025.
The Company evaluated the 2025 Credit Agreement for derivatives pursuant to ASC 815, Derivatives and Hedging (ASC 815), and identified embedded derivatives that required bifurcation as the features are not clearly and closely related to the host instrument. The embedded derivatives were a default provision, which could require additional interest payments, and a provision requiring contingent payments to compensate the lenders for changes in tax deductions. The Company determined that the fair value of these embedded derivatives was immaterial as of September 27, 2025.
Pursuant to ASC 470, Debt (ASC 470), the accounting for the refinancing was evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment. Certain creditors under the 2021 Credit Agreement did not participate in this refinancing transaction and ceased being creditors of the Company. As a result, the Company recorded a debt extinguishment loss of $0.8 million in the fourth quarter of fiscal 2025 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to these creditors. For the remainder of the creditors, this transaction was accounted for as a modification. Pursuant to ASC 470, third-party costs and fees paid to creditors of $4.4 million and $1.4 million, respectively, were capitalized and recorded as deferred issuance costs and debt discount, respectively. An additional $2.2 million of third party legal fees were expensed as incurred in the period.
2021 Amended and Restated Credit Agreement
On September 27, 2021, the Company and certain of its subsidiaries refinanced its term loan and revolving credit facility by entering into an Amended and Restated Credit and Guaranty Agreement as of September 27, 2021 (the "2021 Credit Agreement") with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders. The 2021 Credit Agreement amended the Company’s Amended and Restated Credit and Guaranty Agreement dated as of December 17, 2018 ("2018 Credit Agreement").
The credit facilities under the 2021 Credit Agreement consisted of:
A $1.5 billion secured term loan (“2021 Term Loan”) with a maturity date of September 25, 2026; and
A secured revolving credit facility (“2021 Revolver”) under which the Company may borrow up to $2.0 billion, subject to certain sublimits, with a maturity date of September 25, 2026.
Borrowings under the 2021 Credit Agreement, other than Swing Line Loans, bore interest, at the Company’s option, at the Base Rate, at the Term SOFR Rate, at the Alternative Currency Daily Rate, or at the Daily SOFR Rate, in each case plus the Applicable Rate. The terms of the 2021 Credit Agreement were consistent with those described above for the 2025 Credit Agreement.
Interest expense, non-cash interest expense, the weighted average interest rate, and the interest rate at the end of period under the 2025 Credit Agreement and the 2021 Credit Agreement were as follows:
Years Ended
September 27, 2025September 28, 2024September 30, 2023
Interest expense(1)
$71.2 $85.8 $92.4 
Non-cash interest expense$2.1 $2.2 $2.3 
Weighted average interest rate5.47 %6.39 %5.84 %
Interest rate at end of period5.26 %5.96 %6.42 %
(1) Interest expense includes non-cash interest expense related to the amortization of the deferred issuance costs and accretion of the debt discount, but does not include amounts received under interest rate swap agreements.
Under the Company’s interest rate swap agreements, it received $6.7 million, $16.8 million and $35.4 million in fiscal 2025, 2024, and 2023, respectively, which was recorded as a reduction to interest expense in the Company’s Consolidated Statements of Income.
Senior Notes
2028 Senior Notes
On January 19, 2018, the Company completed a private placement of $1.0 billion aggregate principal amount of senior notes and allocated $400 million in aggregate principal amount to its 4.625% Senior Notes due 2028 (the “2028 Senior Notes”) at an offering price of 100% of the aggregate principal amount of the 2028 Senior Notes. The 2028 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2028 Senior Notes mature on February 1, 2028 and bear interest at the rate of 4.625% per year, payable semi-annually on February 1 and August 1 of each year, commencing on August 1, 2018.
The Company has the option to redeem the 2028 Senior Notes on or after: February 1, 2025 through February 1, 2026 at 100.770% of par; and February 1, 2026 and thereafter at 100% of par. In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the indenture, the Company will be required to make an offer to purchase each holder’s 2028 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The Company evaluated the 2028 Senior Notes for derivatives pursuant to ASC 815 and did not identify any embedded derivatives that require bifurcation. All features were deemed to be clearly and closely related to the host instrument.
2029 Senior Notes
On September 28, 2020, the Company completed a private placement of $950 million aggregate principal amount of its 3.250% Senior Notes due 2029 (the “2029 Senior Notes”) at an offering price of 100% of the aggregate principal amount of the 2029 Senior Notes. The 2029 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2029 Senior Notes mature on February 15, 2029 and bear interest at the rate of 3.250% per year, payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2021.
The Company has the option to redeem the 2029 Senior Notes on or after September 28, 2025 at 100% of par. In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the indenture, the Company will be required to make an offer to purchase each holder’s 2029 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The Company evaluated the 2029 Senior Notes for derivatives pursuant to ASC 815 and did not identify any embedded derivatives that require bifurcation. All features were deemed to be clearly and closely related to the host instrument.
Interest expense for the 2029 Senior Notes and 2028 Senior Notes was as follows:
Years Ended
September 27, 2025September 28, 2024September 30, 2023
Interest Rate
Interest Expense(1)
Non-Cash Interest Expense
Interest Expense(1)
Non-Cash Interest Expense
Interest Expense(1)
Non-Cash Interest Expense
2029 Senior Notes3.250 %$32.9 $2.1 $32.9 $2.1 $33.5 $2.1 
2028 Senior Notes4.625 %19.2 0.7 19.2 0.7 19.5 0.7 
Total$52.1 $2.8 $52.1 $2.8 $53.0 $2.8 
(1) Interest expense includes non-cash interest expense related to the amortization of the deferred issuance costs and accretion of the debt discount.