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Bank Indebtedness and Long-Term Debt
12 Months Ended
Dec. 30, 2020
Debt Disclosure [Abstract]  
Bank Indebtedness and Long-Term Debt [Text Block]

14.  Bank Indebtedness and Long-Term Debt

  January 2, 2021 December 28, 2019
  $ $
Bank Indebtedness    
Global Credit Facility(1) 241,666
     
Long-Term Debt    
Revolving Credit Facility(1) 47,277
Senior Secured Second Lien Notes, net of unamortized debt issuance costs    
of $5,094 at December 28, 2019(2) 218,404
Finance lease liabilities (see note 10) 18,813 16,223
Other 3,633 3,705
  69,723 238,332
Less: current portion 3,478 2,492
  66,245 235,840

 

(1)   Revolving Credit Facility/Global Credit Facility

On December 31, 2020,  the Company's existing credit agreement, dated as of February 11, 2016 (the "Global Credit Facility") was amended among the Company, SunOpta Foods Inc. ("SunOpta Foods"), the other borrowers and guarantors party thereto, and the lenders party thereto (the "Amended Credit Agreement"). As part of the Amended Credit Agreement, the lenders provided a five-year, $250 million asset-based revolving credit facility, subject to borrowing base capacity (the "Revolving Credit Facility"), and a five-year $75 million delayed draw term loan facility which can be borrowed on or prior to June 30, 2022 (the "Term Loan Facility," and together with the Revolving Credit Facility, the "Facilities"), to finance certain capital expenditures.  The Revolving Credit Facility includes borrowing capacity for letters of credit and provides for borrowings on same-day notice, including in the form of swingline loans.  As the Facilities mature on December 31, 2025, and are principally structured to provide liquidity to support the Company's operational initiatives and capital expenditures for the next five years, in addition to supporting working capital and general corporate needs, the Facilities have been classified as long-term debt on the consolidated balance sheet. 

 

The Facilities under the Amended Credit Agreement replace the Company's Global Credit Facility that had supported the working capital requirements of the Company's global operations, including Tradin Organic, which was set to expire on March 31, 2022.  Prior to entry into the Amended Credit Agreement, on December 31, 2020, the Company applied a portion of the cash consideration from the divestiture of Tradin Organic (see note 3) to repay in full the approximately $72 million of borrowings outstanding under the Dutch subfacility of the Global Credit Facility, with the associated release of all guarantees and liens related to the Dutch subfacility, and to repay approximately $60 million of other outstanding borrowings under the Global Credit Facility.

In connection with the Amended Credit Agreement, the Company incurred debt issuance costs of $4.1 million, which together with the remaining unamortized debt issuance costs related to the Global Credit Facility of $1.5 million will be deferred and amortized over the five-year term of the Facilities.

All obligations under the Facilities are guaranteed by substantially all of the Company's direct and indirect wholly-owned material restricted subsidiaries organized in the U.S. and Canada (the "Guarantors") and, subject to certain exceptions, such obligations are secured by first priority liens on substantially all assets of the Company and the other borrowers and Guarantors.

Borrowings under the Facilities bear interest based on various reference rates including LIBOR plus an applicable margin. With respect to loans under the Revolving Credit Facility, the applicable margin will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 0.50% to 1.00% for base rate borrowings and from 1.50% to 2.00% for eurocurrency rate, bankers' acceptance rate and European base rate borrowings, with a reduction of 0.25% when the Company's total leverage ratio is less than a specific threshold on or after the one year anniversary of the closing date of the Facilities. With respect to loans under the Term Loan Facility, the applicable margin will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 1.25% to 1.75% for base rate borrowings and from 2.25% to 2.75% for eurocurrency rate, bankers' acceptance rate and European base rate borrowings. In addition to paying interest on outstanding principal under the Facilities, the Company is required to pay commitment fees quarterly, in arrears, equal to (i) 0.25% of the average daily undrawn portion of the Revolving Credit Facility and (ii) 0.375% of the undrawn portion of the Term Loan Facility. As at January 2, 2021, the weighted-average interest rate on all borrowings under the Revolving Credit Facility was 2.42%.

Subject to (i) certain adjustments to baskets and thresholds and (ii) the addition of a maximum senior funded leverage ratio covenant with respect to the Term Loan Facility, the Facilities are subject to a number of covenants that, among other things, restrict the Company's ability to create liens on assets; sell assets and enter in sale and leaseback transactions; pay dividends, prepay junior lien and unsecured indebtedness and make other restricted payments; incur additional indebtedness, including finance lease obligations in excess of $150 million, and make guarantees; make investments, loans or advances, including acquisitions; and engage in mergers or consolidations. In addition, the Company and its restricted subsidiaries are required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 if excess availability is less than the greater of (i) $15.0 million or (ii) 10% of the lesser of (x) the aggregate commitments under the Revolving Credit Facility and (y) the aggregate borrowing base.

(2) Senior Secured Second Lien Notes

On December 31, 2020, the Company redeemed and retired in full the $223.5 million principal amount of outstanding 9.5% senior secured second lien notes due October 2022 issued by SunOpta Foods.  The second lien notes were redeemed at a redemption price equal to 102.375% of the principal amount of the notes, together with $4.5 million of accrued and unpaid interest on the notes to the date of redemption.  As at December 31, 2020, the Company recorded a loss on the retirement of the second lien notes of $8.9 million, which comprised the premium paid of $5.3 million in the aggregate, together with the write-off of the remaining $3.6 million of unamortized debt issuance costs related to the notes.

 

Principal repayments of long-term debt are as follows:

 

  $
2021 4,219
2022 7,797
2023 3,697
2024 3,578
2025 51,549
Thereafter 1,839
Total gross repayments 72,679
Less: imputed interest (2,956)
  69,723

 

The components of interest expense, net are as follows:

  January 2, 2021 December 28, 2019 December 29, 2018
  $ $ $
Interest expense 26,816 30,950 30,870
Amortization of debt issuance costs 4,078 2,721 2,536
Interest income (852) (906) (285)
Interest expense, net 30,042 32,765 33,121