Long-term Debt and Letters of Credit | (8) Long-term Debt and Letters of Credit The following table summarizes the long-term debt of the Company as of October 2, 2023 and January 2, 2023: Interest Rate as of Principal Interest Rate as of Principal (In thousands, except interest rates) Senior Notes due March 2029 4.00 % $ 500,000 4.00 % $ 500,000 Term Loan due May 2030 8.07 349,125 — — Asia ABL Revolving Loan due June 2028 6.62 30,000 5.79 30,000 Term Loan due September 2024 — — 6.89 405,879 879,125 935,879 Less: Long-term debt unamortized debt ( 8,312 ) ( 6,080 ) Long-term debt unamortized discount ( 3,364 ) ( 392 ) 867,449 929,407 Less: current maturities ( 2,625 ) ( 50,000 ) Long-term debt, less current maturities $ 864,824 $ 879,407 Term Loan Facility On May 30, 2023, pursuant to an Amended & Restated Term Loan Credit Agreement by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto (Term Loan Credit Agreement), the Company closed its $ 350,000 senior secured Term Loan due 2030 (Term Loan Facility). This Term Loan Facility had an outstanding balance of $ 349,125 as of October 2, 2023, of which $ 2,625 is included in short-term debt and $ 346,500 is included in long-term debt. The Term Loan Facility was issued with a 1.0 % original issue discount and bears interest at a floating rate of 1-month CME Term SOFR plus an applicable margin of 2.75 %. There is no provision, other than an event of default, for the interest margin to increase. The Company is required to make quarterly principal repayments in an aggregate annual amount equal to 1% of the initial aggregate principal amount of the Term Loan Facility. Such principal repayment is payable quarterly on January 1, April 1, July 1, and October 1 and ending with the last such day to occur prior to May 30, 2030. The remaining principal under the Term Loan Facility is scheduled to mature on May 30, 2030. In addition, the Term Loan Credit Agreement permits the Company to add one or more senior secured incremental term loan facilities to the Term Loan Facility subject to the satisfaction of certain conditions. The Company used $ 234,818 under the Term Loan Facility and $ 115,182 of cashless rollover from continuing lenders, together with cash on hand, to refinance the full amount of indebtedness outstanding under the Company’s previous Term Loan Facility that was due to mature in 2024, as well as to pay related fees and expenses. The obligations under the Term Loan Facility are unconditionally guaranteed by each Subsidiary Guarantor of the Company, subject to certain exceptions (Guarantors). The Term Loan Facility is secured by (i) a perfected first priority security interest in substantially all of the assets of the Company and the Guarantors (other than the U.S. ABL Priority Collateral (as defined below)), including all of the total outstanding voting capital stock held by the Company and the Guarantors (subject to a limitation of 65 % on pledges of such capital stock of certain foreign subsidiaries and domestic holding companies of foreign subsidiaries) and (ii) a perfected second priority interest in all of the U.S. ABL Priority Collateral. The Term Loan Facility is structurally senior to the Company’s Senior Notes due 2029. Asset-Based Lending Agreements The Company amended and restated its U.S. Asset-Based Lending Credit Agreement (U.S. ABL) on May 30, 2023 and its Asia Asset-Based Lending Credit Agreement (Asia ABL) on June 14, 2023. Both agreements were amended for the benchmark interest rate and margins and maturity was extended to May 2028 and June 2028 for the U.S. ABL and the Asia ABL, respectively. The U.S. ABL is comprised of a revolving credit facility for up to $ 150,000 and a sublimit for letter of credit for up to $ 50,000 , provided that at no time may amounts outstanding under the agreement exceed in the aggregate $ 150,000 or the applicable borrowing base, which is the sum of (i) a percentage of the principal amount of “Eligible Accounts”, plus (ii) a percentage of the net orderly liquidation value of (x) “Eligible Inventory”, minus (y) “Inventory Reserves” applicable thereto, minus (iii) “Reserves”, each as defined in the U.S. ABL agreement. Borrowings under the U.S. ABL bear interest at a floating rate of Term SOFR plus a margin ranging from 1.25 % to 1.50 %. The applicable margin can vary based on the remaining availability of the facility, from 1.25 % to 1.50 % for Term SOFR-based loans and from 0.25 % to 0.50 % for JPMorgan Chase Bank’s prime rate-based loans. Other than availability and an event of default, there are no other provisions for the interest margin to increase. The Company is also required to pay certain fees in connection with the U.S. ABL agreement, including unused commitment fees based on the average daily unused portion of the U.S. ABL facility, equal to 0.25 % on an annual basis. The U.S. ABL is scheduled to mature on May 30, 2028 . The Guarantors have also fully guaranteed the full and timely payment of all obligations in respect of the U.S. ABL. Loans made under the U.S. ABL are secured by a perfected first priority security interest in certain deposit accounts, cash and cash equivalents, accounts receivable and certain U.S. inventory (U.S. ABL Priority Collateral) as well as by a perfected second priority interest in all of the collateral securing the Term Loan Facility. The Asia ABL is comprised of a revolving credit facility for up to $ 150,000 and a sublimit for letter of credit for up to $ 100,000 , provided that at no time may amounts outstanding under the agreement exceed in aggregate $ 150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the Asia ABL agreement. Borrowings under the Asia ABL bear interest at a floating rate of Term SOFR plus 1.30 %. There is no provision, other than an event of default, for the interest margin to increase. The Company is also required to pay certain fees in connection with the Asia ABL agreement, including unused commitment fees based on the average daily unused portion of the Asia ABL facility, equal to 0.25 % on an annual basis. The Asia ABL is scheduled to mature on June 13, 2028 . Loans made under the Asia ABL are secured by a portion of the Company’s Asia Pacific cash and receivables and are structurally senior to the Company’s domestic obligations, including the Senior Notes due 2029. As of October 2, 2023, letters of credit in the amount of $ 6,191 were outstanding under the U.S. ABL and $ 21,961 were outstanding under the Asia ABL with various maturities through November 2024. Available borrowing capacity under the U.S. ABL and the Asia ABL was $ 143,809 and $ 98,039 , respectively, which considers letters of credit outstanding as of October 2, 2023. Debt Covenants Borrowings under the Senior Notes due 2029 and Term Loan Facility are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments. Under the occurrence of certain events, the U.S. Asset-Based Lending Credit Agreement (U.S. ABL) and Asia Asset-Based Lending Credit Agreement (Asia ABL) (collectively, the ABL Revolving Loans), are subject to various financial covenants, including leverage and fixed charge coverage ratios. Debt Issuance and Debt Discount As of October 2, 2023 and January 2, 2023, remaining unamortized debt issuance costs and debt discount for the Senior Notes due 2029 and Term Loan Facility are as follows: As of October 2, 2023 As of January 2, 2023 Debt Debt Effective Debt Debt Effective (In thousands, except interest rates) Senior Notes due March 2029 $ 4,260 $ — 4.18 % $ 4,779 $ — 4.18 % Term Loan due May 2030 4,052 3,364 8.26 — — — Term Loan due September 2024 — — — 1,301 392 4.66 $ 8,312 $ 3,364 $ 6,080 $ 392 The above debt issuance costs and debt discount are recorded as a reduction of the debt and are amortized into interest expense using an effective interest rate over the duration of the debt. The remaining unamortized debt issuance costs for the ABL Revolving Loans of $ 1,695 and $ 792 as of October 2, 2023 and January 2, 2023, respectively, are included in other non-current assets and are amortized to interest expense over the duration of the ABL Revolving Loans using the straight-line method of amortization. As of October 2, 2023, the remaining weighted average amortization period for all unamortized debt issuance costs and debt discount was 6.0 years. Loss on Extinguishment of Debt During the three quarters ended October 2, 2023, the Company recognized loss on extinguishment of debt of $ 1,154 , primarily associated with the write-off of the remaining unamortized debt issuance costs and debt discount as a result of the repayment of the remaining outstanding balance of the Term Loan Facility that was due to mature September 2024. |