XML 53 R37.htm IDEA: XBRL DOCUMENT v3.20.2
Bank Indebtedness and Long-Term Debt (Narrative) (Details)
$ in Thousands, € in Millions
1 Months Ended 9 Months Ended
Oct. 22, 2018
USD ($)
Sep. 26, 2020
USD ($)
Sep. 26, 2020
EUR (€)
Sep. 26, 2020
USD ($)
Oct. 20, 2016
USD ($)
Debt Instrument [Line Items]          
Lessee, Finance Lease, Lease Not yet Commenced, Description   The Company has commitments under certain master lease agreements that provide for up to approximately $35 million of financing in the aggregate related to the addition of new plant-based beverage and ingredient extraction processing and packaging equipment.  As at September 26, 2020, the related finance leases had not commenced, and no amount of right-of-use assets, or lease liabilities, were recognized on the consolidated balance sheet as of that date.      
Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Initiation Date   Feb. 11, 2016      
Line of Credit Facility, Maximum Borrowing Capacity       $ 350,000  
Line of Credit Facility, Description   On February 11, 2016, the Company entered into a five-year credit agreement for a senior secured asset-based revolving credit facility with a syndicate of banks in the maximum aggregate principal amount of $350.0 million, subject to borrowing base capacity (the "Global Credit Facility"). The Global Credit Facility is used to support the working capital and general corporate needs of the Company's global operations, in addition to funding future strategic initiatives.  The Global Credit Facility also includes borrowing capacity available for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans. On January 28, 2020, the credit agreement was amended to, among other things, extend the maturity date of the Global Credit Facility to March 31, 2022.Individual borrowings under the Global Credit Facility have terms of six months or less and bear interest based on various reference rates plus an applicable margin. The margin ranges from 0.25% to 0.75% with respect to base rate and prime rate borrowings and from 1.25% to 1.75% for eurocurrency rate and bankers' acceptance rate borrowings. In connection with the amendment of the credit agreement on January 28, 2020, the applicable margin rate on any loans under the Global Credit Facility (including the U.S. Subfacility, as described below) is increased by an additional 0.50% while the Company's total leverage ratio exceeds a specific threshold.      
Line of Credit Facility, Expiration Date   Mar. 31, 2022      
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Interest Rate During Period   0.25%      
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Interest Rate During Period   0.75%      
Revolving Credit Facility [Member] | Prime Rate [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Interest Rate During Period   1.25%      
Revolving Credit Facility [Member] | Prime Rate [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Interest Rate During Period   1.75%      
US Subfacility [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Maximum Borrowing Capacity $ 20,000        
Line of Credit Facility, Description   In September 2017 and October 2018, the Global Credit Facility was amended to add an additional U.S. asset-based credit subfacility (the "U.S. Subfacility") in the aggregate principal amount of $20.0 million      
Line of Credit Facility, Date of First Required Payment Mar. 31, 2019        
Line of Credit Facility, Periodic Payment, Principal $ 3,330        
Line of Credit Facility, Interest Rate Description   Amounts repaid under the U.S. Subfacility may not be borrowed again. Interest on the U.S. Subfacility was based on various reference rates plus an applicable margin ranging from 2.00% to 2.50% with respect to base rate and prime rate borrowings and from 3.00% to 3.50% for eurocurrency rate and bankers' acceptance rate borrowings.      
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage     2.00% 2.00%  
US Subfacility [Member] | Base Rate And Prime Rate [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage     2.50% 2.50%  
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Minimum [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage     3.00% 3.00%  
US Subfacility [Member] | Eurocurrency Rate And Bankers Acceptance Rate [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage     3.50% 3.50%  
Global Credit Facility [Member]          
Debt Instrument [Line Items]          
Debt, Weighted Average Interest Rate     2.84% 2.84%  
Bulgarian Credit Facility [Member]          
Debt Instrument [Line Items]          
Line of Credit Facility, Maximum Borrowing Capacity | €     € 6.0    
Line of Credit Facility, Interest Rate During Period   2.75%      
Senior Secured Second Lien Notes [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Interest Rate, Stated Percentage         9.50%
Debt Instrument, Description   On October 20, 2016, the Company's subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), issued $231.0 million of 9.5% Senior Secured Second Lien Notes due 2022 (the "Notes").       
Debt Instrument, Issuance Date   Oct. 20, 2016      
Debt Instrument, Face Amount       $ 223,500 $ 231,000
Debt Instrument, Redemption, Amount   $ 7,500      
Debt Instrument, Frequency of Periodic Payment   Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 at a rate of 9.5% per annum.      
Debt Instrument, Maturity Date   Oct. 09, 2022      
Debt Instrument, Redemption, Description   At any time between October 9, 2020 and October 8, 2021, SunOpta Foods may redeem the Notes, in whole or in part, at a redemption price equal to 102.375%, and at par thereafter, plus accrued and unpaid interest, if any, to but excluding the date of redemption.  Certain additional redemption rights were applicable prior to October 9, 2020.  In the event of a change of control, SunOpta Foods will be required to make an offer to repurchase the Notes at 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.The Notes are secured by second-priority liens on substantially all of the assets that secure the credit facilities provided under the Global Credit Facility, subject to certain exceptions and permitted liens.  The Notes are senior secured obligations and rank equally in right of payment with SunOpta Foods' existing and future senior debt and senior in right of payment to any future subordinated debt. The Notes are effectively subordinated to debt under the Global Credit Facility and any future indebtedness secured on a first-priority basis.  The Notes are initially guaranteed on a senior secured second-priority basis by the Company and each of its subsidiaries (other than SunOpta Foods) that guarantees indebtedness under the Global Credit Facility, subject to certain exceptions.The Notes are subject to covenants that, among other things, limit the Company's ability to (i) incur additional debt or issue preferred stock; (ii) pay dividends and make certain types of investments and other restricted payments; (iii) create liens; (iv) enter into transactions with affiliates; (v) sell assets; and (vi) create restrictions on the ability of restricted subsidiaries to pay dividends, make loans or advances or transfer assets to the Company, SunOpta Foods or any guarantor of the Notes.  The foregoing covenants are subject to certain threshold amounts and exceptions as set forth in the indenture governing the Notes.  In addition, the indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, certain payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.  If an event of default occurs and is continuing, the trustee or holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on, if any, all the Notes to be due and payable.As at September 26, 2020, the estimated fair value of the outstanding Notes was approximately $228 million, based on quoted prices of the most recent over-the-counter transactions (level 2).      
Debt Instrument, Interest Rate, Effective Percentage     10.40% 10.40%  
Line of Credit Facility, Fair Value of Amount Outstanding       $ 228,000  
Senior Secured Second Lien Notes [Member] | from October 9, 2020 through October 8, 2021          
Debt Instrument [Line Items]          
Debt Instrument, Redemption Price, Percentage   102.375%      
Senior Secured Second Lien Notes [Member] | In the event of a change of control [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Redemption Price, Percentage   101.00%