Long-Term Debt | 9 Months Ended |
Jun. 30, 2024 |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The components of “Long-term debt” on the Condensed Consolidated Balance Sheets are presented in the following table. June 30, September 30, 2023 2.50% convertible senior notes maturing August 2027 $ 575.0 $ 575.0 4.50% senior notes maturing September 2031 980.6 1,049.7 4.625% senior notes maturing April 2030 1,385.4 1,385.4 5.50% senior notes maturing December 2029 1,235.0 1,235.0 5.625% senior notes maturing January 2028 939.9 939.9 5.75% senior notes maturing March 2027 — 459.3 6.25% senior secured notes maturing February 2032 1,000.0 — Fourth Incremental Term Loan — 400.0 Revolving Credit Facility 300.0 — Municipal bond 4.2 5.3 $ 6,420.1 $ 6,049.6 Less: Current portion of long-term debt 1.2 1.1 Debt issuance costs, net 45.6 42.0 Plus: Unamortized premium, net 24.5 32.5 Total long-term debt $ 6,397.8 $ 6,039.0 |
Long-Term Debt - Senior Notes | 6.25% Senior Notes On February 20, 2024, the Company issued $1,000.0 principal value of 6.25% senior secured notes (the “6.25% senior notes”) maturing in February 2032. The 6.25% senior notes were issued at par, and the Company received $986.7 after incurring underwriting fees and other fees and expenses of $13.3, which were deferred and are being amortized to interest expense over the term of the 6.25% senior notes. Interest payments on the 6.25% senior notes are due semi-annually each August 15 and February 15, and the maturity date of the 6.25% senior notes is February 15, 2032. The 6.25% senior notes and the related guarantees are secured by first-priority security interests, subject to permitted liens, in collateral that generally includes most of the Company’s and the subsidiary guarantors’ property except for real property and certain other excluded assets. The assets that secure the 6.25% senior notes also secure (and will continue to secure) the Credit Agreement (as defined below) on a pari passu basis. The 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of the Company’s other indebtedness, other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries the Company designates as unrestricted subsidiaries, which such unrestricted subsidiaries include 8th Avenue and its subsidiaries. These guarantees are subject to release in certain circumstances. With a portion of the net proceeds received from the 6.25% senior notes issuance, borrowings under the New Revolving Credit Facility (as defined below) and cash on hand, the Company repaid the outstanding principal balance of the Fourth Incremental Term Loan (as defined below) and all accrued, unpaid interest thereon, redeemed the remainder of the outstanding 5.75% senior notes maturing in March 2027 and all accrued, unpaid interest to the redemption date and repaid the outstanding borrowings under the Old Revolving Credit Facility (as defined below) and all accrued, unpaid interest thereon. For additional information, see the “Credit Agreement,” “Fourth Incremental Term Loan” and “Repayments of Debt” sections below. Convertible Senior Notes On August 12, 2022, the Company issued $575.0 principal value of 2.50% convertible senior notes maturing in August 2027. The initial conversion rate of the 2.50% convertible senior notes is 9.4248 shares of the Company’s common stock per one thousand dollars principal amount of the 2.50% convertible senior notes, which represents an initial conversion price of approximately $106.10 per share of common stock. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the 2.50% convertible senior notes (the “Convertible Notes Indenture”). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If a “make-whole fundamental change” (as defined in the Convertible Notes Indenture) occurs, then the Company must in certain circumstances increase the conversion rate for a specified period of time. The 2.50% convertible senior notes may be converted at the holder’s option up to the second scheduled trading day immediately before the maturity date of August 15, 2027 under the following circumstances: • during any calendar quarter (and only during such calendar quarter) if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per one thousand dollars principal amount of the 2.50% convertible senior notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company’s common stock described in the Convertible Notes Indenture; • if the Company calls the 2.50% convertible senior notes for redemption; and • at any time from, and including, May 15, 2027 until the close of business on the second scheduled trading day immediately before the August 15, 2027 maturity date. If a “fundamental change” (as defined in the Convertible Notes Indenture) occurs, then, except as described in the Convertible Notes Indenture, holders of the 2.50% convertible senior notes may require the Company to repurchase their 2.50% convertible senior notes at a cash repurchase price equal to the principal amount of the 2.50% convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the “fundamental change repurchase date” (as defined in the Convertible Notes Indenture). The 2.50% convertible senior notes may be redeemed, in whole or in part (subject to the partial redemption limitation described in the Convertible Notes Indenture), at the Company’s option at any time, and from time to time, on or after August 20, 2025 and on or before the 35th scheduled trading day immediately before August 15, 2027, at a cash redemption price equal to the principal amount of the 2.50% convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. As of both June 30, 2024 and September 30, 2023, none of the conditions permitting holders to convert their 2.50% convertible senior notes had been satisfied, and no shares of the Company’s common stock had been issued in connection with any conversions of the 2.50% convertible senior notes. The 2.50% convertible senior notes had no embedded features that required separate bifurcation under ASC Topic 815 as of June 30, 2024 or September 30, 2023. As such, the 2.50% convertible senior notes were recorded at the principal amount, net of unamortized issuance costs, on the Condensed Consolidated Balance Sheets as of both June 30, 2024 and September 30, 2023. |
Long-Term Debt - Credit Agreement | Credit Agreement On March 18, 2020, the Company entered into a second amended and restated credit agreement (a s amended, including by Joinder Agreement No. 1, Joinder Agreement No. 2, the Third Joinder Agreement (as defined below), the Fourth Joinder Agreement (as defined below) and the Third Amendment (as defined below), as amended, restated or amended and restated, the “Credit Agreement”). Prior to the effective date of the Third Amendment, the Credit Agreement provided for a revolving credit facility in an aggregate principal amount of $750.0 (the “Old Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. Letters of credit are available under the Credit Agreement in an aggregate amount of up to $75.0 . On February 20, 2024, the Company entered into a third amendment to the Credit Agreement (the “Third Amendment”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, Barclays Bank PLC (“Barclays”), as administrative agent under the Credit Agreement prior to the effective date of the Third Amendment, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent under the Credit Agreement from and after the effective date of the Third Amendment, the institutions constituting the 2024 Revolving Credit Lenders, the L/C Issuers and the Swing Line Lender (as each such term is defined in the Third Amendment). The Company incurred $6.6 of financing fees in connection with the Third Amendment, which were deferred and are being amortized to interest expense over the remaining term of the Credit Agreement . The Third Amendment to the Credit Agreement (i) replaced the Old Revolving Credit Facility with a new revolving credit facility in an aggregate principal amount of $1,000.0 (the “New Revolving Credit Facility”), (ii) extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that if on October 16, 2027 the Company’s 5.625% senior notes maturing in January 2028 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after February 20, 2029, then the maturity date of the New Revolving Credit Facility will be October 16, 2027 and (iii) modified certain other terms, conditions and provisions of the Credit Agreement, including transferring the administrative agent role from Barclays to JPMorgan Chase. The term “Revolving Credit Facility” used herein generally refers to the Old Revolving Credit Facility prior to the Third Amendment and the New Revolving Credit Facility subsequent to the Third Amendment. Borrowings in U.S. Dollars under the New Revolving Credit Facility bear interest, at the option of the Company, at an annual rate equal to either (a) the adjusted term SOFR rate (as defined in the Credit Agreement) or (b) the base rate determined by reference to the highest of (i) the prime rate, (ii) the NYFRB Rate (as defined in the Credit Agreement) plus 0.50% per annum and (iii) the one-month adjusted term SOFR rate plus 1.00% per annum, in each case plus an applicable margin, which is determined by reference to the secured net leverage ratio (as defined in the Credit Agreement), with the applicable margin for adjusted term SOFR rate loans and base rate loans being (i) 2.00% and 1.00%, respectively, if the secured net leverage ratio is greater than or equal to 3.00:1.00, (ii) 1.75% and 0.75%, respectively, if the secured net leverage ratio is less than 3.00:1.00 and greater than or equal to 1.50:1.00 or (iii) 1.50% and 0.50%, respectively, if the secured net leverage ratio is less than 1.50:1.00. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility accrue at a rate of 0.375% if the Company’s secured net leverage ratio is greater than or equal to 3.00:1.00, and accrue at a rate of 0.25% if the Company’s secured net leverage ratio is less than 3.00:1.00. During the nine months ended June 30, 2024, the Company borrowed $645.0 and repaid $345.0 under the Revolving Credit Facility. There were no borrowings or repayments under the Revolving Credit Facility during the nine months ended June 30, 2023 . As of June 30, 2024, the Revolving Credit Facility had outstanding borrowings of $300.0, outstanding letters of credit of $20.0 and an available borrowing capacity of $680.0 . As of September 30, 2023, the Revolving Credit Facility had no outstanding borrowings, outstanding letters of credit of $19.7 and an available borrowing capacity of $730.3 . As of June 30, 2024, the interest rate on the outstanding borrowings under the Revolving Credit Facility was 6.93%. The Credit Agreement provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders or other persons providing such incremental facilities, in each case on terms to be determined, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations specified in the Credit Agreement. The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or default under certain other indebtedness in excess of $125.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $125.0, attachments issued against all or any material part of the Company’s property, certain events under the Employee Retirement Income Security Act of 1974, a change of control (as defined in the Credit Agreement), the invalidity of any loan document and the failure of the collateral documents to create a valid and perfected first priority lien (subject to certain permitted liens). Upon the occurrence and during the continuance of an event of default, the maturity of the loans under the Credit Agreement may accelerate and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees of the Company’s obligations under the Credit Agreement. |
Long-Term Debt -Third Incremental Term Loan | Third Incremental Term Loan On November 18, 2022, the Company entered into Joinder Agreement No. 3 (the “Third Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, J.P. Morgan Securities LLC (“J.P. Morgan”), as lender, Barclays, as administrative agent, and JPMorgan Chase, as sub-agent to the administrative agent. The Third Joinder Agreement provided for an incremental term loan (the “Third Incremental Term Loan”) of $130.0 under the Company’s Credit Agreement, which the Company borrowed in full on November 18, 2022. On November 21, 2022, the Company and J.P. Morgan entered into an exchange agreement pursuant to which the Company transferred the remaining shares of BellRing common stock it held from its previous transactions related to the distribution of a portion of its interest in BellRing, which occurred in fiscal 2022, to J.P. Morgan to repay $99.9 in aggregate principal amount of the Third Incremental Term Loan (such exchange, the “Fiscal 2023 Debt-for-Equity Exchange”). Following the completion of the Fiscal 2023 Debt-for-Equity Exchange, the Company no longer held shares of BellRing common stock. On November 25, 2022, the Company repaid the remaining principal balance of $30.1 of the Third Incremental Term Loan using cash on hand. For additional information, see “Repayments of Debt” below. |
Long-Term Debt - Fourth Incremental Term Loan | Fourth Incremental Term Loan On April 26, 2023, the Company entered into Joinder Agreement No. 4 (the “Fourth Joinder Agreement”) by and among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the institutions party to the Fourth Joinder Agreement as lenders and Barclays, as the administrative agent. The Fourth Joinder Agreement provided for an incremental term loan (the “Fourth Incremental Term Loan”) of $400.0 under the Credit Agreement, which the Company borrowed in full on April 26, 2023. On February 20, 2024, the Company repaid the outstanding principal balance of the Fourth Incremental Term Loan and all accrued, unpaid interest thereon using a portion of the net proceeds from the 6.25% senior notes issuance. For additional information, see “Repayments of Debt” below. Interest on the Fourth Incremental Term Loan accrued, at the Company’s option, at the base rate (as defined in the Credit Agreement) plus 1.25% per annum or the adjusted term SOFR rate plus 2.25% per annum. Interest was payable quarterly for loans bearing interest based upon the base rate and either monthly or every three months (depending on the applicable interest period) for loans bearing interest based upon the adjusted term SOFR rate. As of September 30, 2023, the interest rate on the Fourth Incremental Term Loan was 7.67%. |
Long-Term Debt - Muni Bond | Municipal Bond In connection with the construction of a filtration system at the Company’s potato plant in Chaska, Minnesota, the Company incurred debt that guarantees the repayment of certain industrial revenue bonds used to finance the construction of the project. Principal payments are due annually on March 1, and interest payments are due semi-annually each March 1 and September 1. The debt matures on March 1, 2028. |
Long-Term Debt - Repayments & Other | Repayments of Debt The following table presents the Company’s (i) principal repayments of debt, which, net of discounts, were included in the Condensed Consolidated Statements of Cash Flows, (ii) principal amounts of debt exchanged (refer to the “Third Incremental Term Loan” section above), which were not included in the Condensed Consolidated Statements of Cash Flows and (iii) the associated (gain) loss related to such repayments and exchanges included in “Gain on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations. Gain on Extinguishment of Debt, net Debt Instrument Principal Amount Repaid Principal Amount Exchanged Debt Discounts (Received) / Premiums Paid Write-off of Debt Issuance Costs Write-off of Unamortized Premiums Three Months Ended June 30, 2024 4.50% senior notes $ 18.0 $ — $ (1.9) $ 0.1 $ — Total $ 18.0 $ — $ (1.9) $ 0.1 $ — Three Months Ended June 30, 2023 4.50% senior notes $ 20.7 $ — $ (3.0) $ 0.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Total $ 50.0 $ — $ (6.4) $ 0.3 $ (0.3) Nine Months Ended June 30, 2024 4.50% senior notes $ 69.1 $ — $ (7.9) $ 0.5 $ — 5.75% senior notes 459.3 — 4.4 1.6 (4.6) Municipal bond 1.1 — — — — Fourth Incremental Term Loan 400.0 — — 1.4 — Revolving Credit Facility 345.0 — — — — Total $ 1,274.5 $ — $ (3.5) $ 3.5 $ (4.6) Nine Months Ended June 30, 2023 4.50% senior notes $ 141.2 $ — $ (19.9) $ 1.1 $ — 4.625% senior notes 29.3 — (3.4) 0.2 (0.3) Municipal bond 1.1 — — — — Third Incremental Term Loan 30.1 99.9 — 1.1 — Total $ 201.7 $ 99.9 $ (23.3) $ 2.4 $ (0.3) Debt Covenants Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a secured net leverage ratio not to exceed 4.25:1.00 measured as of the last day of any fiscal quarter if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of June 30, 2024, the Company was in compliance with this financial covenant. The Credit Agreement provides for incremental revolving and term loan facilities, and also permits other secured or unsecured debt, if, among other conditions, certain financial ratios are met, as defined and specified in the Credit Agreement. |