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Debt
 9 Months Ended
Oct. 01, 2021
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt related to the 2021 Credit Agreement and 2015 Credit Agreement (each as defined below) as of October 1, 2021 and December 31, 2020, respectively, comprises the following (in thousands):
 October 1,
2021		December 31,
2020
Senior secured term loan A$250,000 $229,687 
Senior secured term loan B350,000 508,286 
Senior secured revolving credit facility37,300 — 
Unamortized discount on term loan B and debt issuance costs(6,645)(6,715)
Total debt630,655 731,258 
Current portion of long-term debt(20,250)(37,500)
Total long-term debt$610,405 $693,758 
On September 2, 2021, the Company entered into a new credit agreement (the “2021 Credit Agreement”) which permits borrowings and other extensions of credit in an initial aggregate principal amount of up to $1 billion (as may be increased from time to time in accordance with the terms). The 2021 Credit Agreement governs the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”), which consist of a five-year $400 million revolving credit facility (the “Revolving Credit Facility”), a five-year “term A” loan (the “TLA Facility”) and a seven-year “term B” loan (the “TLB Facility” and, together with the TLA Facility, the “Term Loan Facilities”). The TLB Facility was issued at a 0.50% discount. The 2021 Credit Agreement also includes an alternative benchmark rate as a replacement to the London Interbank Offered Rate (“LIBOR”) in the event LIBOR is no longer available.
The obligations under the 2021 Credit Agreement are guaranteed by certain specified subsidiaries of the Company. Among other things, the 2021 Credit Agreement contains covenants that restrict the Company’s and certain of its subsidiaries’ ability to incur liens on certain assets, incur indebtedness, make material changes in corporate structure or materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates. The 2021 Credit Agreement contains customary default provisions, including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants.
Prior to September 2, 2021, the Company was party to an amended and restated credit agreement (the “2015 Credit Agreement”), dated as of October 27, 2015. The 2015 Credit Agreement provided for certain credit facilities to the Company in an aggregate principal amount not to initially exceed $1.6 billion. The 2015 Credit Agreement was terminated concurrently with entering into the 2021 Credit Agreement.
Revolving Credit Facility
The Revolving Credit Facility matures on September 2, 2026 and includes $40 million sublimits for swingline loans and for standby letters of credit. As of October 1, 2021, the Company had available borrowing capacity on the Revolving Credit Facility of $357.0 million after giving effect to $37.3 million of outstanding borrowings and $5.7 million of outstanding standby letters of credit.
Interest rates on the Revolving Credit Facility, as well as the TLA Facility, are at the Company’s option, either at: (i) the applicable LIBOR (or an applicable benchmark replacement) plus the applicable margin, which will range between 1.25% and 2.25%, based on the Company’s Total Net Leverage Ratio, or (ii) the Base Rate (as defined below) plus the applicable margin, which will range between 0.25% and 1.25%, based on the Company’s Total Net Leverage Ratio. The Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the prime rate (as defined in the 2021 Credit Agreement), (ii) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, and (iii) one-month LIBOR plus 1.00%. As of October 1, 2021, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 1.83%.
The Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.15% and 0.25%, depending on the Company’s Total Net Leverage Ratio (as defined in the 2021 Credit Agreement). As of October 1, 2021, the commitment fee on the unused portion of the Revolving Credit Facility was 0.20%.
(6.)     DEBT (Continued)
Term Loan Facilities
The TLA Facility and TLB Facility mature on September 2, 2026 and September 2, 2028, respectively, and require quarterly installments which increase over the term of the loans. Interest rates on the TLB Facility are, at the Company’s option, either at: (i) the applicable LIBOR rate plus 2.50%, with LIBOR subject to a 0.50% floor, or (ii) the Base Rate plus 1.50%. As of October 1, 2021, the interest rates on the TLA Facility and TLB Facility were 1.83% and 3.00%, respectively.
Covenants
The 2021 Credit Agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require that (i) the Company maintain a Total Net Leverage Ratio not to exceed 5.50:1.00 (stepping down to 5.00:1.00 for the third fiscal quarter of 2023 through maturity and subject to increase in certain circumstances following qualified acquisitions, but at no time shall exceed 5.50:1.00) and (ii) the Company maintain an interest coverage ratio of at least 2.50:1.00. The TLB Facility does not contain any financial maintenance covenants. As of October 1, 2021, the Company was in compliance with these financial covenants.
Contractual maturities under the Senior Secured Credit Facilities for the remainder of 2021 and through maturity, excluding any discounts or premiums, as of October 1, 2021 are as follows (in thousands):
20212022202320242025After 2025
Future minimum principal payments$5,063 20,250 21,812 28,063 32,750 529,362 
Debt Issuance Costs and Discounts
In connection with terminating the 2015 Credit Agreement and entering into the 2021 Credit Agreement, for each separate debt instrument on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment, the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred.
Based on this assessment, $1.2 million of unamortized debt issuance costs and discount related to the 2015 Credit Agreement were deemed to be related to the issuance of new debt, or the modification of existing debt, and therefore will continue to be deferred and amortized over the term of the associated debt. The remaining $3.3 million of unamortized debt issuance costs and discount related to the 2015 Credit Agreement were deemed to be related to the extinguishment of debt and were expensed and included in Interest Expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Additionally, during the nine month period ended October 1, 2021, in connection with prepayments on TLB Facility under the 2015 Credit Agreement, $0.5 million of unamortized debt issuance costs and discount were treated as extinguishment of debt and were expensed and included in Interest Expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.
In connection with the 2021 Credit Agreement, the Company incurred and capitalized $8.8 million of issuance costs, including an original issue discount on the TLB Facility of $1.8 million. An aggregate of $6.0 million of original issue discount and debt issuance costs have been recorded as a reduction of the carrying value of the related debt and $2.8 million of debt issuance costs attributable to the Revolving Credit Facility have been recorded as a component of Other assets on the Condensed Consolidated Balance Sheets as of October 1, 2021.