Debt | Debt The debt portfolio consisted of: As of (In millions of U.S. Dollars) September 24, December 25, 2021 Term loan $ 369.2 $ 398.5 Revolver facility 332.8 312.0 Finance leases — 1.8 Line of credit 2.0 — Unamortized debt issuance costs (3.2) (2.9) Total debt $ 700.8 $ 709.4 Current debt and finance lease obligations $ 13.0 $ 8.9 Long-term debt and finance lease obligations 687.8 700.5 Total debt $ 700.8 $ 709.4 Credit Agreement On November 23, 2021, the Company and its wholly owned subsidiaries, Tupperware Products AG, Administradora Dart, S. de R.L. de C.V., and Tupperware Brands Asia Pacific Pte. Ltd. (the “Subsidiary Borrowers”), entered into a credit agreement (as amended from time to time, the “Credit Agreement”) with Wells Fargo Bank, N.A. as administrative agent (the “Administrative Agent”), swingline lender, and issuing bank; Wells Fargo Securities, LLC, BMO Capital Markets Corp., Fifth Third Bank, and Truist Securities Inc. as joint lead arrangers and joint bookrunners; and BMO Harris Bank, N.A, Fifth Third Bank, National Association, and Truist Bank, as syndication agents. The Credit Agreement provides for (i) a revolving credit facility (“Revolver Facility”) in an aggregate principal amount available to the Company and the Subsidiary Borrowers of up to $480.0 million, (ii) a term facility available to the Company in U.S. dollars in an aggregate principal amount of $200.0 million (“USD Term Loan”) and (iii) a term facility available to the Company or the Swiss subsidiary borrower in Euros in an aggregate principal amount of €176.0 million, (“Euro Term Loan”). The USD Term Loan and Euro Term Loan are collectively defined as the “Term Loan”. The Revolver Facility is divided into (a) global tranche, Mexican tranche, and Singaporean tranche commitments, with the aggregate amount of borrowings under each tranche not to exceed $450.0 million, $15.0 million, and $15.0 million, respectively, (b) a global tranche letter of credit facility, available up to $50.0 million of the amount of the Revolver Facility, and (c) a global tranche swingline facility, available up to $100.0 million of the amount of the Revolver Facility. Each of such tranches is available to the Company and the applicable Subsidiary Borrowers, with extensions of credit to the Subsidiary Borrowers not to exceed $325.0 million in the aggregate at any time outstanding. The Company is permitted to increase, subject to certain conditions, the Revolver Facility, the USD Term Loan and/or the Euro Term Loan so long as (i) the Revolver Facility is increased by no more than $250.0 million (for a maximum aggregate Revolver Facility of $730.0 million) and (ii) all facilities are increased by no more than $250.0 million, plus certain repayments of the loans under the Credit Agreement with Wells Fargo Bank, N.A., and the other parties, plus an unlimited amount provided that the incurrence of such amount does not cause the Consolidated Net Leverage Ratio (as defined in the Credit Agreement and which shall be calculated net of up to $100.0 million of unrestricted cash and cash equivalents (“Cash Netting”)) for the four (4) consecutive fiscal quarters then most recently ended to exceed 3.00 to 1.00. Each of the Revolver Facility, the USD Term Loan, and the Euro Term Loan will mature on November 23, 2026. The obligations under the Credit Agreement are (a) guaranteed by (i) with respect to the Subsidiary Borrowers, the Parent Borrower and (ii) with respect to both the Parent Borrower and the Subsidiary Borrowers, each existing and subsequently acquired or organized direct or indirect material wholly-owned U.S. subsidiary of the Parent Borrower (each a “Guarantor”) and (b) secured by substantially all tangible and intangible personal property of the Parent Borrower and each Guarantor and all products, profits and proceeds of the foregoing, in each case, subject to certain exceptions. The Credit Agreement contains customary affirmative and negative covenants, including, among other things, Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio requirements, compliance with laws, delivery of quarterly and annual financial statements, restrictions on the incurrence of liens, indebtedness, asset dispositions, fundamental changes, restricted payments and other customary covenants. The Credit Agreement also includes events of default relating to customary matters (and customary notice and cure periods), including, among other things, nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross-payment default and cross acceleration with respect to material indebtedness; bankruptcy; material judgments; and certain ERISA events. The Credit Agreement also includes an acceleration clause which permits the lenders to accelerate the maturity date under certain circumstances including material adverse effects on the Company's financial status. The Company has prepayment options, as well as mandatory quarterly prepayments that started on March 31, 2022. For purposes of the Credit Agreement, consolidated EBITDA represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude unusual, non-recurring gains as well as non-cash charges and certain other items. Consolidated Net Leverage Ratio is the ratio of (a) consolidated funded indebtedness minus up to $100.0 million of unrestricted cash and cash equivalents on the last day of each measurement period to (b) consolidated EBITDA for such measurement period, and Consolidated Interest Coverage Ratio is the ratio of (x) consolidated EBITDA on the last day of each measurement period to (y) the Consolidated Interest Charges for such measurement period . Under the Credit Agreement, the Company shall not permit as of the last day of any fiscal quarter of the Company (a) the Consolidated Net Leverage Ratio for the four (4) consecutive fiscal quarters then most recently ended to be greater than or equal to 3.75 to 1.00 (subject to Cash Netting) which may be increased two times during the term of the Credit Agreement by 0.25 to 1.00 in connection with any acquisition permitted by the Credit Agreement having aggregate cash consideration in excess of $75 million or (b) the Consolidated Interest Coverage Ratio for the four (4) consecutive fiscal quarters then ended to be less than or equal to 3.00 to 1.00. Considering the current global market volatility, inflationary cost pressures primarily in China and Europe, and a change in the Company’s liquidity year-to-date, effective August 1, 2022, the Company entered into an agreement (the “First Amendment to Credit Agreement”) to amend certain provisions and covenants to, among other things, (i) allow for a temporary higher maximum total Net Leverage Ratio of 4.5x in the third quarter of 2022, 4.25x in the fourth quarter of 2022 and first quarter of 2023, and 3.75x in the second quarter of 2023 and thereafter to allow for additional operating flexibility to execute fully on the Company’s Turnaround Plan; (ii) introduce two additional pricing levels for total Net Leverage Ratios of 3.0x to 3.5x, and for 3.5x and higher, with a provision to revert to pricing per the original agreement following achievement of a total Net Leverage Ratio of 2.75x or less for two consecutive quarters following the covenant modification period; (iii) replace LIBOR with Secured Overnight Financing Rate (“SOFR”) as the reference interest rate on the entire facility, with a 0% SOFR floor and credit spread adjustments across one-, three-, and six-month tenors. As of September 24, 2022, the Company had a weighted average interest rate of 4.39% with a base rate spread of 275 basis points on SOFR-based borrowings under the Credit Agreement. Interest is payable in arrears and at maturity. As of September 24, 2022, the Company is in compliance with the financial covenants in the First Amendment to Credit Agreement, with a Consolidated Net Leverage Ratio of 4.17x and a Consolidated Interest Coverage Ratio of 5.93x. As of December 25, 2021, the Company had a Consolidated Net Leverage Ratio of 2.11x and a Consolidated Interest Coverage Ratio of 8.23x. The Company has experienced volatility in earnings during the nine months ended September 24, 2022 as it executes the Turnaround Plan and responds to the unpredictability in the market related to recessionary concerns, inflation and COVID lockdowns. As of September 24, 2022, the Company was in compliance with its financial covenants in the First Amendment to the Credit Agreement. Due to the volatility in the Company’s earnings and progressive tightening of the financial covenants in the First Amendment to the Credit Agreement, it is probable that the Company will not be able to maintain compliance with the covenants in its Credit Agreement, including the existing Consolidated Net Leverage Ratio covenant, for the next twelve months. The Company is in negotiations with its lenders to amend the Credit Agreement; however, the Company’s ability to amend its covenants, obtain a waiver or otherwise refinance its debt, as well as the timing and terms of any such amendment or refinancing, are dependent upon a number of factors, and there can be no assurance that the Company will be successful in such efforts. If the Company is unable to comply with its covenants, including the Consolidated Net Leverage Ratio covenant, then the Credit Agreement lenders could take action to cause amounts due under the Credit Agreement to become due and payable unless the Company is able to amend such covenants, obtain a waiver or otherwise refinance its debt. If the Company is unable to access future borrowings or is required to pay amounts due under its Credit Agreement prior to their normal maturity dates, this would have a material impact to its financial position. Accordingly, the Company believes that there is substantial doubt about its ability to continue as a going concern for the twelve-month period following the date of this filing. The Company is undertaking expense reduction and cash savings initiatives as part of the Turnaround Plan to help continue to pay down its debt and reduce the Consolidated Net Leverage Ratio. The expense reduction and cash saving initiatives include streamlining facilities, managing working capital, reducing capital expenditures, and reducing overall selling, general and administrative expenses. The Company routinely increases its Revolver Facility borrowings under the Credit Agreement during each quarter to fund operating, investing and financing activities, and uses cash available at the end of each quarter to temporarily reduce borrowing levels. As a result, the Company incurs more interest expense on the value of its cash and debt during each quarter than would relate solely to the quarter end balances. |