XML 27 R12.htm IDEA: XBRL DOCUMENT
v3.10.0.1

LONG-TERM DEBT | 12 Months Ended
--- | ---
May 27, 2018
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT
| May 27, 2018 |  | May 28, 2017
4.65% senior debt due January 2043 | $ | 176.7 |  |  | $ | 176.7 |
6.625% senior debt due August 2039 | 91.4 |  |  | 91.4 |
8.25% senior debt due September 2030 | 300.0 |  |  | 300.0 |
7.0% senior debt due October 2028 | 382.2 |  |  | 382.2 |
6.7% senior debt due August 2027 | 9.2 |  |  | 9.2 |
7.125% senior debt due October 2026 | 262.5 |  |  | 262.5 |
3.2% senior debt due January 2023 | 837.0 |  |  | 837.0 |
3.25% senior debt due September 2022 | 250.0 |  |  | 250.0 |
9.75% subordinated debt due March 2021 | 195.9 |  |  | 195.9 |
LIBOR plus 0.50% senior debt due October 2020 | 500.0 |  |  | — |
4.95% senior debt due August 2020 | 126.6 |  |  | 126.6 |
LIBOR plus 0.75% term loan due February 2019 | 300.0 |  |  | — |
2.1% senior debt due March 2018 | — |  |  | 70.0 |
1.9% senior debt due January 2018 | — |  |  | 119.6 |
2.00% to 9.59% lease financing obligations due on various dates through 2033 | 94.7 |  |  | 131.2 |
Other indebtedness | 0.2 |  |  | 0.2 |
Total face value of debt | 3,526.4 |  |  | 2,952.5 |
Unamortized fair value adjustment | 27.6 |  |  | 30.8 |
Unamortized discounts | (5.8 | ) |  | (6.4 | )
Unamortized debt issuance costs | (11.3 | ) |  | (10.9 | )
Adjustment due to hedging activity | 1.6 |  |  | 2.2 |
Less current installments | (307.0 | ) |  | (199.0 | )
Total long-term debt | $ | 3,231.5 |  |  | $ | 2,769.2 |
The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 27, 2018, are as follows:
2019 | $ | 307.1 |
2020 | 6.7 |
2021 | 829.4 |
2022 | 6.9 |
2023 | 1,093.6 |
During the fourth quarter of fiscal 2018, we repaid the remaining principal balance of $70.0 million of our 2.1% senior notes on the maturity date of March 15, 2018. During the third quarter of fiscal 2018, we entered into a term loan agreement (the "Term Loan Agreement") with a financial institution. The Term Loan Agreement provides for term loans to the Company in an aggregate principal amount not in excess of $300.0 million. During the fourth quarter of fiscal 2018, we borrowed the full amount of the $300.0 million provided for under the Term Loan Agreement. The Term Loan Agreement matures on February 26, 2019. The term loan bears interest at a rate equal to three-month LIBOR plus 0.75% per annum and is fully prepayable without penalty. During the third quarter of fiscal 2018, we repaid the remaining principal balance of $119.6 million of our 1.9% senior notes on the maturity date of January 25, 2018. During the third quarter of fiscal 2018, we repaid the remaining capital lease liability balance of $28.5 million in connection with the early exit of an unfavorable lease contract (see Note 8). During the second quarter of fiscal 2018, we issued $500.0 million aggregate principal amount of floating rate notes due October 9, 2020. The notes bear interest at a rate equal to three-month LIBOR plus 0.50% per annum. During the third quarter of fiscal 2017, we repaid the remaining principal balance of $224.8 million of our 5.819% senior notes due 2017 and $248.2 million principal amount of our 7.0% senior notes due 2019, in each case prior to maturity, resulting in a net loss on early retirement of debt of $32.7 million. In connection with the Spinoff of Lamb Weston (see Note 6), Lamb Weston issued to us $1.54 billion aggregate principal amount of senior notes (the "Lamb Weston notes"). On November 9, 2016, we exchanged the Lamb Weston notes for $250.2 million aggregate principal amount of our 5.819% senior notes due 2017, $880.4 million aggregate principal amount of our 1.9% senior notes due 2018, $154.9 million aggregate principal amount of our 2.1% senior notes due 2018, $86.9 million aggregate principal amount of our 7.0% senior notes due 2019, and $71.1 million aggregate principal amount of our 4.95% senior notes due 2020 (collectively, the "Conagra notes"), which had been purchased in the open market by certain investment banks prior to the Spinoff. Following the exchange, we cancelled the Conagra notes. These actions resulted in a net loss of $60.6 million as a cost of early retirement of debt. During the first quarter of fiscal 2017, we repaid the entire principal balance of $550.0 million of our floating rate notes on the maturity date of July 21, 2016. During the third quarter of fiscal 2016, we repurchased $560.3 million aggregate principal amount of senior notes due 2043, $341.8 million aggregate principal amount of senior notes due 2039, $139.9 million aggregate principal amount of senior notes due 2019, $110.0 million aggregate principal amount of senior notes due 2026, $85.0 million aggregate principal amount of senior notes due 2020, and $163.0 million of aggregate principal amount of senior notes due 2023, in each case prior to maturity in a tender offer, resulting in a net loss of $23.9 million as a cost of early retirement of debt. During the third quarter of fiscal 2016, we repaid the entire principal balance of $750.0 million of our 1.30% senior notes on the maturity date of January 25, 2016. The repayment was primarily funded through the issuance of term loans totaling $600.0 million, which were repaid in the third quarter of fiscal 2016 with the proceeds from the divestiture of our Private Brands business. See Note 6 for repayment of senior notes issued by Ralcorp Holdings, Inc. ("Ralcorp") in an aggregate principal amount of $33.9 million in the third quarter of fiscal 2016. During the second quarter of fiscal 2016, we repaid the entire principal balance of $250.0 million of our 1.35% senior notes on the maturity date of September 10, 2015. Our most restrictive debt agreements (the Facility (as defined in Note 5) and the Term Loan Agreement) generally require our ratio of EBITDA (earnings before interest, taxes, depreciation and amortization) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded debt to EBITDA to be not greater than 3.75 to 1.0 (provided that such ratio may be increased at the option of the Company in connection with a material transaction), with each ratio to be calculated on a rolling four-quarter basis. As of May 27, 2018, we were in compliance with all financial covenants. Net interest expense consists of:
| 2018 |  | 2017 |  | 2016
Long-term debt | $ | 161.2 |  |  | $ | 203.6 |  |  | $ | 302.9 |
Short-term debt | 4.8 |  |  | 0.6 |  |  | 1.9 |
Interest income | (3.8 | ) |  | (3.7 | ) |  | (1.2 | )
Interest capitalized | (3.5 | ) |  | (5.0 | ) |  | (7.8 | )
| $ | 158.7 |  |  | $ | 195.5 |  |  | $ | 295.8 |
Interest paid from continuing operations was $164.5 million, $223.7 million, and $322.0 million in fiscal 2018, 2017, and 2016, respectively. In connection with the planned acquisition of Pinnacle (see Note 2), we have secured $9.0 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. The commitments under the committed bridge financing were subsequently reduced by the amounts of a term loan agreement we entered into on July 11, 2018 with a syndicate of financial institutions providing for term loans to us in an aggregate principal amount of up to $1.3 billion. The term loan agreement generally requires our ratio of EBITDA to interest expense to be not less than 3.0 to 1.0 and our ratio of funded debt to EBITDA to not exceed certain specified levels, with each ratio to be calculated on a rolling four-quarter basis. The funding under the term loan agreement is anticipated to occur simultaneously with the closing date of the acquisition. In connection with the acquisition, we expect to incur an aggregate of up to $8.3 billion of long-term debt, including for the payment of the cash portion of the merger consideration, the repayment of Pinnacle debt, the refinancing of certain Conagra debt, and the payment of related fees and expenses. The permanent financing is also expected to include approximately $600 million of incremental cash proceeds from the issuance of equity and/or divestitures.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + 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
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration