Borrowings

6 Months Ended

Apr. 02, 2021

BORROWINGS:

Long-term borrowings, net, are summarized in the following table (in thousands):


	April 2, 2021		October 2, 2020
Senior secured revolving credit facility, due October 2023	$	110,827	$	849,895
Senior secured term loan facility, due October 2023	457,463		485,346
Senior secured term loan facility, due March 2024	830,530		830,133
Senior secured term loan facility, due March 2025	1,659,783		1,659,194
Senior secured term loan facility, due January 2027	884,553		888,540
5.000% senior notes, due April 2025	594,041		593,381
3.125% senior notes, due April 2025(1)	379,625		377,960
6.375% senior notes, due May 2025	1,481,301		1,479,341
4.750% senior notes, due June 2026	495,779		495,426
5.000% senior notes, due February 2028	1,139,495		1,138,864
Receivables Facility, due June 2022	—		315,600
Finance leases	137,285		142,588
Other	15,755		22,155
	8,186,437		9,278,423
Less—current portion	(80,804)		(99,915)
	$	8,105,633	$	9,178,508


(1)			This is a Euro denominated borrowing.

As of April 2, 2021, there were approximately $946.0 million of outstanding foreign currency borrowings.

Beginning in the second quarter of fiscal 2020, the Company increased its borrowings under the revolving credit facility and the Receivables Facility and also issued new senior unsecured notes in order to provide additional cash availability and maximize flexibility in response to uncertainty surrounding COVID-19. As of April 2, 2021, the Company had $110.8 million of borrowings under the revolving credit facility, no borrowings under the Receivables Facility, $1,400.0 million of cash and cash equivalents, approximately $819.6 million of availability under the senior secured revolving credit facility and approximately $389.7 million of availability under the Receivables Facility. During the six month period of fiscal 2021, the Company repaid $780.0 million of outstanding borrowings under the U.S. revolving credit facility and $315.6 million of outstanding borrowings under the Receivables Facility utilizing cash and cash equivalents on hand. Additionally, during the six month period of fiscal 2021, the Company made $42.9 million of repayments on term loan borrowings.

In accordance with Amendment No. 9 ("Amendment No. 9") to the credit agreement, dated as of March 28, 2017, (as supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into during the third quarter of fiscal 2020, a covenant waiver period is in effect during the three and six months ended April 2, 2021, as the amendment suspends the Consolidated Secured Debt Ratio covenant required under the Credit Agreement for four fiscal quarters, commencing with the fourth quarter of fiscal 2020 through the third quarter of fiscal 2021. See Part IV, Item 15, "Note 5" in the Company's Annual Report on Form 10-K, filed with the SEC on November 24, 2020 for additional discussion of the terms of Amendment No. 9.

The Company's Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for the Company to incur additional indebtedness and to make certain restricted payments. If the Company does not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, the Company could be prohibited from being able to (1) incur additional indebtedness, other than the incremental capacity provided for under the Credit Agreement and pursuant to specified exceptions, and (2) make certain restricted payments, other than pursuant to certain exceptions. However, the Company’s failure to maintain the minimum Interest Coverage Ratio does not result in a default or an event of default under either the Credit Agreement or the indentures governing the senior notes. As of April 2, 2021, the Company was not in compliance with this covenant. Due to the impact of COVID-19 on the Company's financial results, the Company fell below the interest coverage covenant requirement of 2.000x during the second quarter of fiscal 2021 (with an actual ratio of 1.79x as of April 2, 2021). The short-term failure to maintain this ratio at the 2.000x level does not have a material impact on the business, results of operations or capital market strategies.

On April 6, 2021, the Company entered into Amendment No. 11 ("Amendment No. 11") to the Credit Agreement. Amendment No. 11 provides for, among other things, the extension of the maturity date, in each case, applicable to a portion of the revolving credit facility (the "2018 Tranche Revolving Facility"), a portion of the Canadian dollar denominated term loan due October 2023 (the "Canadian Term A-2 Loans"), a portion of the euro denominated term loan due October 2023 (the "Euro Term A-1 Loans"), all of the yen denominated term loan due October 2023 (the "Yen Term C-1 Loans") and all of the U.S. dollar denominated term loan due 2024 (the "U.S. Term B-2 Loans") and an increase of approximately $200.0 million in commitments available under the 2018 Tranche Revolving Facility, in each case, under the Credit Agreement through the establishment of Replacement Revolving Commitments (as defined in the Credit Agreement), New Revolving Commitments (as defined in the Credit Agreement), borrowings of Extended Term Loans (as defined in the Credit Agreement) and borrowings of Refinancing Term Loans (as defined in the Credit Agreement), as applicable, under the Credit Agreement comprised of (i) in the case of the 2018 Tranche Revolving Facility, new 2021 Tranche Revolving Commitments (the "New 2021 Tranche Revolving Commitments") in an amount equal to $1,153.1 million, terminating in April 2026, (ii) in the case of the Canadian Term A-2 Loans, new Canadian dollar denominated term loans (the "Canadian Term A-3 Loans") in an amount equal to C$276.9 million, due in April 2026, (iii) in the case of the Euro Term A-1 Loans, new euro denominated term loans (the "Euro Term A-2 Loans") in an amount equal to €78.8 million, due in April 2026, (iv) in the case of the Yen Term C-1 Loans, new yen denominated term loans (the "Yen Term C-2 Loans") in an amount equal to ¥9,343.3 million, due in April 2026 and (v) in the case of the U.S. Term B-2 Loans, new U.S. dollar denominated term loans (the "U.S. Term B-5 Loans") in an amount equal to $833.0 million, due in April 2028. The new Canadian Term A-3 Loans, Euro Term A-2 Loans, Yen Term C-2 Loans and U.S. Term B-5 Loans were funded in full on April 6, 2021 and were applied by the Company to refinance in part the Canadian Term A-2 Loans and Euro Term A-1 Loans and to refinance in full the Yen Term C-1 Loans and U.S. Term B-2 Loans, in each case, previously outstanding under the Credit Agreement. As of April 6, 2021 and after giving effect to Amendment No. 11, $53.7 million of 2018 Tranche Revolving Commitments, €33.6 million of Euro Term A-1 Loans and C$27.1 million of Canadian Term A-2 Loans remained outstanding under the Credit Agreement, as amended by Amendment No. 11, in each case due in October 2023 (which date is unchanged from the maturity date previously applicable to such loans and commitments, as applicable).

The New 2021 Tranche Revolving Commitments bear interest at a rate equal to, at the Company’s option, depending on the currency of the loans borrowed under the New 2021 Tranche Revolving Commitments, either (a) a Bank Act of Canada rate determined by reference to offered rates for bankers' acceptances, increased by 0.10% depending on the lender party, (b) a Eurocurrency Rate comprised of a LIBOR rate determined by reference to the costs of funds for deposits in the relevant currency for the interest period relevant to such borrowing adjusted for certain additional costs, (c) a EURIBOR rate determined by reference to the euro interbank offered rate administered by the European Money Markets Institute, (d) a base rate or Canadian base rate determined by reference to the higher of (1) the prime rate of the administrative agent and (2) the Bank Act of Canada rate plus 1.00%, (e) a base rate determined by reference to the highest of (1) the prime rate of the administrative agent, (2) the federal funds rate plus 0.50% and (3) the LIBOR rate plus 1.00%, or (f) a SONIA rate determined by reference to the Sterling Overnight Index Average, in each case, plus an applicable margin set initially at 1.625% for borrowings based on the Bank Act of Canada rate or Eurocurrency Rate, 1.6576% for borrowings based on the SONIA rate and 0.625% for borrowings based on the Canadian base rate or base rate, in each case, subject to a reduction of 0.125% upon the Company achieving a consolidated leverage ratio of less than or equal to 4.75 to 1.00 and an additional reduction of 0.125% per each decline of 0.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00, with such reductions subject to a minimum applicable margin of 1.125% for borrowings based on the Bank Act of Canada rate or Eurocurrency Rate, 1.1576% for borrowings based on the SONIA Rate and 0.125% for borrowings based on the Canadian base rate or base rate. In addition to paying interest on outstanding principal under the 2021 Tranche Revolving Commitments, the Company is required to pay a commitment fee to the lenders providing the 2021 Tranche Revolving Commitments in respect of the unutilized commitments thereunder, initially set at 0.30%, subject to a reduction of 0.05% upon the Company achieving a consolidated leverage ratio of less than or equal to 4.75 to 1.00 and an additional reduction of 0.05% for decline of 0.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00 and a further reduction of 0.05% upon a decline of 1.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00. The New 2021 Tranche Revolving Commitments are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing 2018 Tranche Revolving Facility outstanding under the Credit Agreement. For the avoidance of doubt, the remaining 2018 Revolving Tranche Commitments shall be available only in U.S. Dollars and shall bear interest and accrue unused fees at rates consistent with the 2021 Tranche Revolving Facility.

The new Canadian Term A-3 Loans bear interest at a rate equal to, at the Company’s option, either (a) a Bank Act of Canada rate determined by reference to offered rates for bankers' acceptances, increased by 0.10% depending on the lender party or (b) a base rate or Canadian base rate determined by reference to the higher of (1) the prime rate of the administrative agent and (2) the Bank Act of Canada rate plus 1.00% plus an applicable margin set initially at 1.625% for borrowings based on the Bank Act of Canada rate and 0.625% for borrowings based on the Canadian base rate, in each case, subject to a reduction of 0.125% upon the Company achieving a consolidated leverage ratio of less than or equal to 4.75 to 1.00 and additional reductions of 0.125% per each decline of 0.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00, with such reductions subject to

a minimum applicable margin of 1.125% for borrowings based on the Bank Act of Canada rate and 0.125% for borrowings based on the Canadian base rate or base rate. The new Canadian Term A-3 Loans require the payment of installments in quarterly principal amounts of C$3.5 million from June 30, 2021 through March 31, 2023, C$5.2 million from June 30, 2023 through March 31, 2024, C$6.9 million from June 30, 2024 through March 31, 2025, C$10.4 million from June 30, 2025 through March 31, 2026, and C$159.7 million at maturity. The Canadian Term A-3 Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing Canadian Term A-2 Loans outstanding under the Credit Agreement. For the avoidance of doubt, the remaining Canadian Term A-2 Loans shall bear interest at rates consistent with the Canadian Term A-3 Loans. Amortization payments in respect of the remaining Canadian Term A-2 Loans have been reduced on a pro rata basis to reflect the partial refinancing thereof.

The new Euro Term A-2 Loans bear interest at a rate equal to a EURIBOR rate determined by reference to the euro interbank offered rate administered by the European Money Markets Institute for the interest period relevant to such borrowing adjusted for certain additions plus an applicable margin set initially at 1.625%, subject to a reduction of 0.125% upon the Company achieving a consolidated leverage ratio of less than or equal to 4.75 to 1.00 and additional reductions of 0.125% per each decline of 0.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00, with such reductions subject to a minimum applicable margin of 1.125%. The new Euro Term A-2 Loans require the payment of installments in quarterly principal amounts of €1.0 million from June 30, 2021 through March 31, 2023, €1.5 million from June 30, 2023 through March 31, 2024, €2.0 million from June 30, 2024 through March 31, 2025, €3.0 million from June 30, 2025 through March 31, 2026, and €45.3 million at maturity. The Euro Term A-2 Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing Euro Term A-1 Loans outstanding under the Credit Agreement. For the avoidance of doubt, the remaining Euro Term A-1 Loans shall bear interest at rates consistent with the Euro Term A-1 Loans. Amortization payments in respect of the remaining Euro Term A-1 Loans have been reduced on a pro rata basis to reflect the partial refinancing thereof.

The new Yen Term C-2 Loans bear interest at a rate equal to (x) prior to January 31, 2022, a LIBOR rate determined by reference to the costs of funds for deposits in Yen and (y) from and after January 31, 2022, a TIBOR rate determined by reference to the Tokyo interbank offered rate administered by the Japan Shadan Hoiin JBA TIBOR Administration, in each case, for the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin set initially at 1.625%, subject to a reduction of 0.125% upon the Company achieving a consolidated leverage ratio of less than or equal to 4.75 to 1.00 and additional reductions of 0.125% per each decline of 0.50 to 1.00 in the Company's consolidated leverage ratio from 4.75 to 1.00, with such reductions subject to a minimum applicable margin of 1.125%. The new Yen Term C-2 require the payment of installments in quarterly principal amounts of ¥116.8 million from June 30, 2021 through March 31, 2023, ¥175.2 million from June 30, 2023 through March 31, 2024, ¥233.6 million from June 30, 2024 through March 31, 2025, ¥350.4 million from June 30, 2025 through March 31, 2026, and ¥5,372.4 million at maturity. Except as otherwise described above with respect the interest rates applicable thereto, the Yen Term C-2 Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing Yen Term C Loans outstanding under the Credit Agreement.

The new U.S. Term B-5 Loans bear interest rate equal to either (a) a LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs or (b) a base rate determined by reference to the highest of (1) the prime rate of the administrative agent, (2) the federal funds rate plus 0.50% and (3) the LIBOR rate plus 1.00% plus an applicable margin set initially at 2.50% for borrowings based on the LIBOR rate and 1.50% for borrowings based on the base rate. The U.S. Term B-5 Loans require the payment of installments in quarterly principal amount of $2.1 million from June 30, 2021 through March 31, 2028, and $774.7 million at maturity. The U.S. Term B-5 Loans are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing U.S. Term B Loans outstanding under the Credit Agreement.

On May 3, 2021, the Company issued a notice that it will repay the entire outstanding aggregate principal amount of $500.0 million on the 4.750% Senior Notes due 2026 (the "4.750% 2026 Notes") at a redemption price of 102.375% of the aggregate principal amount of the 4.750% 2026 Notes, together with accrued and unpaid interest on the 4.750% 2026 Notes effective on June 2, 2021.