DEBT | DEBT Long-term debt as of June 27, 2020 and March 28, 2020 is as follows (in thousands): June 27, 2020 March 28, 2020 Term loan $ 98,750 $ 100,000 7.00% senior notes due 2025 23,404 23,404 5.50% senior notes due 2026 900,000 900,000 4.375% senior notes due 2029 850,000 550,000 Finance leases 1,816 2,252 Unamortized premium and issuance costs, net 2,119 (1,532 ) Less current portion of long-term debt (6,587 ) (6,893 ) Total long-term debt $ 1,869,502 $ 1,567,231 Credit Agreement On December 5, 2017, the Company and the Guarantors entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), swing line lender and L/C issuer, and a syndicate of lenders (the "Credit Agreement"). The Credit Agreement included a senior delayed draw term loan of up to $400.0 million (the "Term Loan") and a $300.0 million senior revolving line of credit (the "Revolving Facility"). In addition, the Company may request one or more additional tranches of term loans or increases in the Revolving Facility, up to an aggregate of $300.0 million and subject to securing additional funding commitments from the existing or new lenders (the “Incremental Facility,” together with the Term Loan and the Revolving Facility, the “Credit Facility”). On the closing date, $100.0 million of the Term Loan was funded (and subsequently repaid in March 2018). On June 17, 2019, the Company drew $100.0 million of the Term Loan. The delayed draw availability period for the remaining $200.0 million of the Term Loan expired on December 31, 2019. The Revolving Facility includes a $25.0 million sublimit for the issuance of standby letters of credit and a $10.0 million sublimit for swing line loans. The Credit Facility is available to finance working capital, capital expenditures and other corporate purposes. Outstanding amounts are due in full on the maturity date of December 5, 2022 (with amounts borrowed under the swing line option due in full no later than ten business days after such loan is made), subject to scheduled amortization of the Term Loan principal prior to the maturity date as set forth in the Credit Agreement. During the three months ended June 27, 2020 , there were no borrowings under the Revolving Facility. Principal paid on the Term Loan during the three months ended June 27, 2020 was $1.3 million . Interest paid on the Term Loan during the three months ended June 27, 2020 was $0.5 million . The Credit Agreement contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default. As of June 27, 2020 , the Company was in compliance with these covenants. Senior Notes due 2025 On November 19, 2015, the Company issued $550.0 million aggregate principal amount of its 7.00% senior notes due December 1, 2025 (the "2025 Notes"). Interest on the 2025 Notes is payable on June 1 and December 1 of each year. The 2025 Notes are senior unsecured obligations of the Company and guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors"). The 2025 Notes were issued pursuant to an indenture dated as of November 19, 2015 (the "2015 Indenture"), by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee. The 2015 Indenture contains customary events of default, including payment default, failure to provide certain notices and certain provisions related to bankruptcy events. In fiscal years 2018 and 2019, the Company retired $526.6 million of the 2025 Notes. As of June 27, 2020 , an aggregate principal amount of $23.4 million of the 2025 Notes remained outstanding. Interest paid on the 2025 Notes during both the three months ended June 27, 2020 and June 29, 2019 was $0.8 million . Senior Notes due 2026 On July 16, 2018, the Company issued $500.0 million aggregate principal amount of its 5.50% senior notes due 2026 (the “Initial 2026 Notes”). On August 28, 2018 and March 5, 2019, the Company issued an additional $130.0 million and $270.0 million , respectively, aggregate principal amount of such notes (together, the "Additional 2026 Notes" and together with the Initial 2026 Notes, the "2026 Notes"). Interest is payable on the 2026 Notes on January 15 and July 15 of each year. The 2026 Notes will mature on July 15, 2026, unless earlier redeemed in accordance with their terms. The 2026 Notes are senior unsecured obligations of the Company and are initially guaranteed, jointly and severally, by the Guarantors. The Initial 2026 Notes were issued pursuant to an indenture, dated as of July 16, 2018, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2026 Notes were issued pursuant to supplemental indentures, dated as of August 28, 2018 and March 5, 2019 (such indenture and supplemental indentures, collectively, the "2018 Indenture"). The 2018 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events and also contains customary negative covenants. There was no interest paid on the 2026 Notes during the three months ended June 27, 2020 or June 29, 2019 . Senior Notes due 2029 On September 30, 2019, the Company issued $350.0 million aggregate principal amount of its 4.375% senior notes due 2029 (the “Initial 2029 Notes”). On December 20, 2019 and June 11, 2020, the Company issued an additional $200.0 million and $300.0 million , respectively, aggregate principal amount of such notes (together, the "Additional 2029 Notes" and together with the Initial 2029 Notes, the "2029 Notes"). Interest is payable on the 2029 Notes on April 15 and October 15 of each year. The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are initially guaranteed, jointly and severally, by the Guarantors. The Initial 2029 Notes were issued pursuant to an indenture, dated as of September 30, 2019, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2029 Notes were issued pursuant to supplemental indentures, dated as of December 20, 2019 and June 11, 2020 (such indenture and supplemental indentures, collectively, the "2019 Indenture"). The 2019 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events and also contains customary negative covenants. In connection with the offering of the Initial 2029 Notes, the Company entered into a registration rights agreement, dated as of September 30, 2019, by and among the Company and the Guarantors, on the one hand, and the representative of the initial purchasers of the Initial 2029 Notes, on the other hand, and substantially similar agreements, dated as of December 20, 2019 and June 11, 2020, with respect to the Additional 2029 Notes (collectively, the "Registration Rights Agreements"). On June 24, 2020, pursuant to their obligations under the Registration Rights Agreements, the Company and the Guarantors filed with the Securities and Exchange Commission a registration statement relating to the registered exchange offer (the “Exchange Offer”) to exchange the 2029 Notes for a new series of the Company’s exchange notes having terms substantially identical in all material respects to, and in the same aggregate principal amount as, the 2029 Notes. On July 15, 2020, the Company and the Guarantors commenced the Exchange Offer, which is scheduled to expire on August 13, 2020. Interest paid on the 2029 Notes during the three months ended June 27, 2020 was $13.0 million . Fair Value of Debt The Company's debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair value of the 2025 Notes, 2026 Notes and 2029 Notes as of June 27, 2020 was $23.9 million , $941.6 million , and $867.0 million , respectively (compared to a carrying value of $23.4 million , $900.0 million , and $850.0 million , respectively). The estimated fair value of the 2025 Notes, 2026 Notes and the 2029 Notes as of March 28, 2020 was $23.9 million , $962.8 million , and $489.5 million , respectively (compared to a carrying value of $23.4 million , $900.0 million , and $550.0 million , respectively). The Company considers its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar instruments. The 2025 Notes, 2026 Notes and 2029 Notes trade over the counter, and their fair values were estimated based upon the value of their last trade at the end of the period. The Term Loan carries a variable interest rate set at current market rates, and as such, the fair value of the Term Loan approximated book value as of June 27, 2020 . Interest Expense During the three months ended June 27, 2020 , the Company recognized $19.9 million of interest expense primarily related to the 2026 Notes and the 2029 Notes, which was partially offset by $1.1 million of interest capitalized to property and equipment. During the three months ended June 29, 2019 , the Company recognized $13.6 million of interest expense primarily related to the 2026 Notes, which was partially offset by $1.7 million of interest capitalized to property and equipment. |