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 January 1, 2018 and January 2, 2017: Interest Rate Principal Interest Rate Principal (In thousands) Term Loan due September 2024 4.06 % $ 349,125 — — Senior Notes due October 2025 5.63 % 375,000 — — Term Loan due May 2021 — — 5.25 % $ 700,000 Convertible Senior Notes due December 2020 1.75 % 249,985 1.75 % 250,000 U.S. ABL Revolving Loan due May 2020 3.06 % 17,000 2.27 % 80,000 Asia ABL Revolving Loan due May 2020 2.96 % 30,000 2.17 % 30,000 Capital Lease 6.43 % 1,919 6.43 % 1,798 1,023,029 1,061,798 Less: Long-term debt unamortized discount (30,513 ) (37,392 ) Long-term debt unamortized debt issuance costs (12,459 ) (4,724 ) 980,057 1,019,682 Less: current maturities (4,578 ) (110,652 ) Long-term debt, less current maturities $ 975,479 $ 909,030 The fiscal calendar maturities of long-term debt through 2022 and thereafter are as follows: (In thousands) 2018 $ 4,578 2019 3,032 2020 300,919 2021 4,375 2022 3,500 Thereafter 706,625 $ 1,023,029 On September 28, 2017, the Company entered into a $350,000 Term Loan Facility due 2024 (Term Loan Facility), and issued $375,000 of Senior Notes due 2025 (Senior Notes). In conjunction with the issuance of the Term Loan Facility and Senior Notes, the Company repaid in full the remaining outstanding balance of the September 27, 2016 Term Loan Credit Agreement (2016 Term Loan) and repaid $63,000 on its existing U.S. Asset-Based Lending Credit Agreement (U.S. ABL). Term Loan Facility The Term Loan Facility, of which $3,500 is included in short-term debt and $345,625 is included in long-term debt, was issued at a discount at 99.5% and bears interest, at the Company’s option, at a floating rate of LIBOR, plus an applicable interest margin of 2.5%, or an alternate base rate, (defined as the greater of the JP Morgan prime, the New York Fed bank rate plus 0.9% or LIBOR plus 1.0%), subject to a 1.0% floor plus an applicable margin of 1.5%. At January 1, 2018 the interest rate on the outstanding borrowings under the Term Loan Facility was 4.06%. There is no provision, other than an event of default, for the interest margin to increase. The Term Loan Facility will mature on September 28, 2024. The Term Loan Facility is secured by a significant amount of the domestic assets of the Company and a pledge of 65% of voting stock of the Company’s first tier foreign subsidiaries and is structurally senior to the Company’s Senior Notes and Convertible Senior Notes. See Senior Notes and Convertible Senior Notes below. The Company is required to make scheduled payments of the outstanding Term Loan Facility balance on a quarterly basis beginning January 1, 2018. Based on certain parameters defined in the Term Loan Facility, including a First Lien Leverage Ratio, the Company may be required to make an additional principal payment on an annual basis beginning after fiscal year 2018, if the Company’s First Lien Leverage Ratio is greater than 2.0. Any additional annual payments or prepayments would reduce future required scheduled payments. Any remaining outstanding balances under the Term Loan Facility are due at the maturity date of September 28, 2024. Borrowings under the Term Loan Facility are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments and dispositions, and share payments. Senior Notes The $375,000 of Senior Notes issued, which is included in long-term debt, bear interest at a rate of 5.63% per annum. Interest is payable semiannually in arrears on April 1 and October 1 of each year beginning April 1, 2018. The Senior Notes will mature on October 1, 2025. Borrowings under the Senior Notes are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments and dispositions, and share payments. Convertible Senior Notes due 2020 The Company maintains 1.75% convertible senior notes in the amount of $249,985 due December 15, 2020. The convertible senior notes bear interest at a rate of 1.75% per annum. Interest is payable semiannually in arrears on June 15 and December 15 of each year. The convertible senior notes are unsecured obligations, are subordinated to the Senior Notes above, and would rank equally to the Company’s future unsecured senior indebtedness and are senior in right of payment to any of the Company’s future subordinated indebtedness. Conversion: On or after March 15, 2020 until the close of business on the third scheduled trading day preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, for each $1 principal amount of notes, the Company will pay shares of our common stock, cash or a combination of cash and shares of our common stock at its election, if applicable, based on a daily conversion value calculated on a proportionate basis for each day of the 80 trading day observation period. All conversions occurring on the same date or on or after March 15, 2020 shall be settled using the same settlement method. Additionally, in the event of a fundamental change as defined in the indenture governing the notes, or other conversion rate adjustments such as share splits or combinations, other distributions of shares, cash or other assets to stockholders, including self-tender transactions (Other Conversion Rate Adjustments), the conversion rate may be modified to adjust the number of shares per $1 principal amount of the notes. As of January 1, 2018, none of the criteria for a fundamental change or a conversion rate adjustment had been met. The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to Other Conversion Rate Adjustments, would be 32,423. Note Repurchase: Convertible Note Hedge and Warrant Transaction: As of January 1, 2018 and January 2, 2017, the following summarizes the equity components of the convertible senior notes included in additional paid-in As of January 1, 2018 As of January 2, 2017 Embedded Embedded Total Embedded Embedded Total (in thousands) Convertible senior notes due 2020 $ 60,216 $ (1,916 ) $ 58,300 $ 60,227 $ (1,916 ) $ 58,311 The components of interest expense resulting from the convertible senior notes for the years ended January 1, 2018, January 2, 2017 and December 28, 2015 were as follows: For the Year Ended January 1, January 2, December 28, (In thousands) Contractual coupon interest Convertible Senior Notes due 2020 $ 4,375 $ 4,375 $ 4,375 Convertible Senior Notes due 2015 — — 395 $ 4,375 $ 4,375 $ 4,770 Amortization of debt discount Convertible Senior Notes due 2020 $ 8,570 $ 8,034 $ 7,532 Convertible Senior Notes due 2015 — — 554 $ 8,570 $ 8,034 $ 8,086 Amortization of debt issuance costs Convertible Senior Notes due 2020 $ 858 $ 805 $ 755 Convertible Senior Notes due 2015 — — 56 $ 858 $ 805 $ 811 Asset-Based Lending Agreements The Company maintains a $200,000 U.S. ABL, and a $150,000 Asia Asset-Based Lending Credit Agreement (Asia ABL) (collectively the ABL Revolving Loans). The U.S. ABL consists of three tranches comprised of a revolving credit facility for up to $200,000, a letter of credit facility for up to $50,000, and swingline loans for up to $30,000, provided that at no time may amounts outstanding under the tranches exceed in aggregate $200,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the U.S. ABL agreement. Borrowings under the U.S. ABL bear interest at either a floating rate of LIBOR plus a margin of 150 basis points or JP Morgan Chase Bank’s prime rate plus a margin of 50 basis points, at the Company’s option. At January 1, 2018, the interest rate on the outstanding borrowings under the U.S. ABL was 3.06%. The applicable margin can vary based on the remaining availability of the facility, from 125 to 175 basis points for LIBOR-based loans and from 25 to 75 basis points for JP Morgan 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 U.S. ABL will mature on May 31, 2020. Loans made under the U.S. ABL are secured first by all of the Company’s domestic cash, receivables and certain inventories as well as by a second position against a significant amount of the domestic assets of the Company and a pledge of 65% of voting stock of the Company’s first tier foreign subsidiaries and are structurally senior to the Company’s Senior Notes and Convertible Senior Notes. See Senior Notes and Convertible Senior Notes above. Concurrent with the issuance of the Term Loan Facility and Senior Notes, the Company paid down $63,000 of the outstanding balance of its U.S. ABL. At January 1, 2018, $17,000 of the U.S. ABL was outstanding and classified as long-term debt, which is consistent with its maturity date. The Asia ABL consists of two tranches comprised of a revolving credit facility for up to $150,000 and a letter of credit facility for up to $100,000, provided that at no time may amounts outstanding under both tranches 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 LIBOR plus 140 basis points. At January 1, 2018, the interest rate on the outstanding borrowings under the Asia ABL was 2.96%. There is no provision, other than an event of default, for the interest margin to increase. The Asia ABL will mature on May 22, 2020. 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 and Convertible Senior Notes. See Senior Notes and Convertible Senior Notes above. At January 1, 2018, $30,000 of the Asia ABL was outstanding and classified as long-term debt, which is consistent with its maturity date. The Company has up to $50,000 and $100,000 Letters of Credit Facilities under the U.S. ABL and the Asia ABL, respectively. As of January 1, 2018, letters of credit in the amount of $7,612 were outstanding under the U.S. ABL and $43,085 were outstanding under the Asia ABL with various expiration dates through March 2019. Available borrowing capacity under the U.S. ABL and the Asia ABL was $175,388 and $76,915, respectively, which considers letters of credit outstanding at January 1, 2018. The Company is required to pay a commitment fee of 0.25% to 0.375% per annum on any unused portion of the U.S ABL and the Asia ABL. The Company incurred total commitment fees related to unused borrowing availability of $783, $709, and $763 for the years ended January 1, 2018, January 2, 2017, and December 28, 2015, respectively. Under the occurrence of certain events, the ABL Revolving Loans are subject to various financial and operational covenants, including maintaining minimum fixed charge coverage ratios. Other Credit Facility Additionally, the Company is party to a revolving loan credit facility (Chinese Revolver) with a lender in China. Under this arrangement, the lender has made available to the Company approximately $32,200 in unsecured borrowing with all terms of the borrowing to be negotiated at the time the Chinese Revolver is drawn upon. There are no commitment fees on the unused portion of the Chinese Revolver, and this arrangement expires in January 2019. As of January 1, 2018, the Chinese Revolver had not been drawn upon. Debt Issuance and Debt Discount As of January 1, 2018 and January 2, 2017, remaining unamortized debt discount and debt issuance costs for the Term Loan Facility, Senior Notes, Convertible Senior Notes and 2016 Term Loan are as follows: As of January 1, 2018 As of January 2, 2017 Debt Issuance Debt Effective Debt Issuance Debt Effective (in thousands) Term Loan due September 2024 $ 2,788 $ 1,691 3.96 % — — — Senior Notes due October 2025 6,782 — 5.92 % — — — Convertible Senior Notes 2,889 28,822 6.48 % $ 3,747 $ 37,392 6.48 % Term Loan due May 2021 — — — 977 — 5.29 % $ 12,459 $ 30,513 $ 4,724 $ 37,392 The above debt discount and debt issuance costs 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. Debt issuance costs for the ABL Revolving Loans of $2,421 and $3,423 as of January 1, 2018 and January 2, 2017, respectively, are included in other non-current At January 1, 2018, the remaining weighted average amortization period for all unamortized debt discount and debt issuance costs was 4 years. Loss on Extinguishment of Debt During the years ended January 1, 2018, January 2, 2017 and December 28, 2015, the Company recognized loss on extinguishment of debt of $768, $47,767 and $802, respectively, primarily associated with the write off of the remaining unamortized debt issuance and debt discount for the 2016 Term Loan, the 2015 Term Loan Credit Agreement, and the terminated 2012 credit agreement, respectively. |