Credit Arrangements | Credit Arrangements Convertible Senior Notes due 2020 On December 9, 2015, the Company completed an offering of $143.8 million of its 2.25% Convertible Senior Notes due 2020 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations of the Company. Interest on the Convertible Notes is payable on June 1 and December 1 of each year, commencing on June 1, 2016 until their maturity date of December 1, 2020. The Company may not redeem the Convertible Notes prior to the maturity date. Prior to July 1, 2020, the Convertible Notes will be convertible only under certain circumstances. The Convertible Notes will be convertible at an initial conversion rate of 25.1625 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $39.74 . The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a “make-whole fundamental change” as defined. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company allocated the principal amount of the Convertible Notes between its liability and equity components (see table below). The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument of similar credit quality and maturity that did not have the conversion feature. The carrying amount of the equity component, representing the embedded conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Convertible Notes as a whole. The equity component was recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Convertible Notes over the carrying amount of the liability component was recorded as a debt discount, and is being amortized to interest expense using an effective interest rate of 3.8% over the term of the Convertible Notes. The Company allocated the total amount of transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the liability component of the Convertible Notes, and are being amortized to interest expense using the effective interest method through the maturity date. Transaction costs attributable to the equity component were netted with the equity component of the Convertible Notes in additional paid-in capital. The Convertible Notes consist of the following components (in thousands): March 26, 2016 December 26, 2015 Liability component: Principal $ 143,750 $ 143,750 Conversion feature (24,800 ) (24,800 ) Liability portion of debt issuance costs (3,792 ) (3,800 ) Amortization 1,585 260 Net carrying amount $ 116,743 $ 115,410 Equity component: Conversion feature $ 24,800 $ 24,800 Equity portion of debt issuance costs (793 ) (793 ) Deferred taxes 941 941 Net carrying amount $ 24,948 $ 24,948 In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge transactions for which it paid an aggregate $26.4 million . In addition, the Company sold warrants for which it received aggregate proceeds of $13.0 million . The convertible note hedge transactions are expected generally to reduce potential dilution of the Company’s common stock upon any conversion of notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes. However, the warrant transaction could separately have a dilutive effect to the extent that the market value per share of the Company’s common stock exceeds the applicable strike price of the warrant transactions, which is approximately $52.99 at inception. As these transactions meet certain accounting criteria, the convertible note hedge and warrant transactions are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net proceeds from the Convertible Notes and related transactions of $125.7 million , net of commissions and offering costs of $4.6 million , were used to repurchase shares of the Company’s common stock under the Company’s share repurchase programs. Refer to Note 9. Share Repurchase Programs for additional information. Revolving Credit Facility As of March 26, 2016 and as of December 26, 2015 , the Company had $6.0 million and $8.0 million of borrowings outstanding on its Revolving Credit Facility (the "Revolving Credit Facility"), respectively. Subject to the terms of the Revolving Credit Facility, which has a maturity date of October 11, 2018 , the Company may borrow up to $90.0 million , with a Company option to increase the facility up to a total of $150.0 million . The availability under the Revolving Credit Facility is subject to a borrowing base calculated on the value of certain accounts receivable as well as certain inventory of the Company. The obligations thereunder are secured by a security interest in substantially all of the assets of the Company. Under the Revolving Credit Facility, VSI has guaranteed the Company’s obligations, and Industries and its wholly-owned subsidiaries have each guaranteed the obligations of the other respective entities. The Revolving Credit Facility provides for affirmative and negative covenants affecting the Company. The Revolving Credit Facility restricts, among other things, the Company’s ability to incur indebtedness, create or permit liens on the Company’s assets, declare or pay dividends and make certain other restricted payments, consolidate, merge or recapitalize, sell assets, make certain investments, loans or other advances, enter into transactions with affiliates, change our line of business, and restricts the types of hedging activities the Company can enter into. The largest amount borrowed during the three months ended March 26, 2016 and March 28, 2015 was $15.0 million and $18.0 million , respectively. The unused available line of credit under the Revolving Credit Facility at March 26, 2016 was $81.1 million . Borrowings under the Revolving Credit Facility accrue interest, at the Company’s option, at the rate per annum based on an “alternative base rate” plus 0.25% or 0.50% or the adjusted Eurodollar rate plus 1.25% or 1.50% , in each case with the higher spread applicable in the event that the aggregate amount of the borrowings under the Revolving Credit Facility exceeds 50% of the borrowing base availability under the Revolving Credit Facility. The weighted average interest rate for the Revolving Credit Facility during the three months ended March 26, 2016 and March 28, 2015 was 1.70% and 1.44% , respectively. The commitment fee on the undrawn portion of the $90.0 million Revolving Credit Facility was 0.25% as of March 26, 2016 and December 26, 2015 . Interest expense, net for the three months ended March 26, 2016 and March 28, 2015 consists of the following (in thousands): Three Months Ended March 26, 2016 March 28, 2015 Amortization of debt discount on convertible notes $ 1,134 $ — Interest on convertible notes 804 — Amortization of deferred financing fees 237 39 Interest / fees on the revolving credit facility and other interest 87 125 Interest expense, net $ 2,262 $ 164 |