Borrowings and Other Arrangements | (7) Borrowings and other arrangements As of October 3, 2021 and January 3, 2021, the components of borrowings were as follows: October 3, 2021 January 3, 2021 Senior Secured Credit Facilities Dollar Term Loan Facility $ 1,292.8 $ 2,185.5 Euro Term Loan Facility 357.2 408.9 Revolving Credit Facility — — 2028 Notes 405.0 675.0 2025 Notes 240.0 400.0 Accounts Receivable Financing — 75.0 Sale and Leaseback Financing — 20.5 Finance lease obligation 0.8 1.0 Other short-term borrowings 0.8 0.9 Other long-term borrowings 2.9 3.9 Unamortized deferred financing costs ( 22.6 ) ( 40.9 ) Unamortized original issue discount ( 5.6 ) ( 11.3 ) Total borrowings 2,271.3 3,718.5 Less: Current portion ( 64.4 ) ( 160.0 ) Long-term borrowings $ 2,206.9 $ 3,558.5 Senior secured credit facilities On February 5, 2021, the Company entered into a fifth amendment of its credit agreement (as amended, the “Credit Agreement”) governing its senior secured credit facilities, which consist of (i) the Dollar Term Loan Facility, (ii) the euro-denominated senior secured term loan facility in an amount equal to € 337.4 million (the “Euro Term Loan Facility” and, together with the Dollar Term Loan Facility, the “Term Loan Facilities”), and (iii) the multi-currency senior secured revolving facility with commitments of $ 500.0 million (the “Revolving Credit Facility”) (collectively, the “Senior Secured Credit Facilities”), which increased the Revolving Credit Facility contained in the credit agreement by $ 150.0 million to an aggregate amount of $ 500.0 million and extended the maturity date to February 5, 2026 , provided that such date may be accelerated subject to certain circumstances as set forth in the fifth amendment. To the extent that the aggregate principal amount of the Dollar Term Loan Facility and Euro Term Loan Facility (and any Refinancing Indebtedness (as defined in the Credit Agreement) with respect thereto that matures on or prior to June 30, 2025) outstanding as of March 31, 2025 exceeds $ 500.0 million then the maturity date with respect to the Revolving Credit Facility shall be March 31, 2025. All other terms of the Senior Secured Credit Facilities will remain substantially the same except as otherwise amended by the fifth amendment. In February 2021, the Company used a portion of the proceeds from its IPO to repay $ 892.7 million of borrowings under the Dollar Term Loan Facility and recognized a loss on early extinguishment of debt of $ 11.4 million, which is recorded as a component of Other expense, net during the fiscal nine months ended October 3, 2021. As of October 3, 2021 , there was no outstanding balance under the Revolving Credit Facility and letters of credit issued under the Revolving Credit Facility totaled $ 45.0 million, which reduced the availability under the Revolving Credit Facility to $ 455.0 million. The Senior Secured Credit Facilities are subject to various covenants that may restrict the Company’s ability to borrow on available credit facilities and future financing arrangements or require the Company to remain below a specific credit coverage threshold as indicated in our debt agreements. The Senior Secured Credit Facilities include a financial covenant that is tested when borrowings and letters of credit issued under the Revolving Credit Facility exceed 30 % of the committed amount at any period end reporting date and provides that LuxCo will not permit the First Lien Net Leverage Ratio as of the end of such fiscal quarter of the LuxCo and its Restricted Subsidiaries (as defined in the Credit Agreement) to be greater than (i) 5.50 :1.00 for each fiscal quarter ending on or prior to September 30, 2022 and (ii) 5.00 :1:00 for each fiscal quarter ending thereafter. Under the terms of the Credit Agreement, during the fiscal quarter ended July 4, 2021, the Company achieved a 50 basis point step-down on the interest rate on its Senior Secured Credit Facilities as a result of meeting its First Lien Net Leverage Ratio targets. The Company was in compliance with the covenants as of October 3, 2021. As of October 3, 2021 and January 3, 2021, the remaining balance of deferred financing costs related to the Dollar Term Loan Facility was $ 8.6 million and $ 17.3 million, respectively. As of October 3, 2021 and January 3, 2021, the remaining balance of deferred financing costs related to the Euro Term Loan Facility was $ 3.8 million and $ 4.6 million, respectively. As of October 3, 2021 and January 3, 2021, the remaining unamortized balance related to the Revolving Credit Facility was $ 3.1 million and $ 3.4 million, respectively. The effective interest rate of the Dollar Term Loan Facility and Euro Term Loan Facility as of October 3, 2021 is 5.76 % and 3.88 %, respectively. 2025 Notes On June 11, 2020, the LuxCo and Ortho U.S. (collectively, the “Issuers”), issued $ 400.0 million aggregate principal amount of 7.375 % Senior Notes due 2025 (the “2025 Notes’), on which interest is payable semi-annually in arrears on June 1 and December 1 of each year. The 2025 Notes will mature on June 1, 2025 . The 2025 Notes and guarantees thereof are senior unsecured obligations and rank equally in right of payment with all of the Issuers’ and guarantors’ existing and future senior debt, including the 2028 Notes (as defined below). The 2025 Notes and the guarantees thereof are effectively subordinated to any of the Issuers’ and guarantors’ existing and future secured debt, including the Senior Secured Credit Facilities, to the extent of the value of the assets securing such debt. In addition, the 2025 Notes and the guarantees thereof rank senior in right of payment to all of the Issuers’ and guarantors’ future subordinated debt and will be structurally subordinated to the liabilities of the Issuers’ non-guarantor subsidiaries. The Company incurred deferred financing costs of $ 7.5 million related to the 2025 Notes, which were capitalized as deferred financing costs and are being amortized using the effective interest method as a component of interest expense over the life of the 2025 Notes. On or after June 1, 2022 , the Issuers have the option to redeem all or part of the 2025 Notes at the following redemption prices (expressed as percentages of principal amount): Year Price 2022 103.688 % 2023 101.844 % 2024 and thereafter 100.000 % Notwithstanding the foregoing, at any time and from time to time prior to June 1, 2022, the Issuers may at their option redeem in the aggregate up to 100 % of the original aggregate principal amount of the 2025 Notes plus accrued and unpaid interest, if any to, but not including, the date of redemption, plus a “make-whole premium.” The Issuers may also, at their option, redeem up to 40 % of the principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at a redemption price of 107.375 % of the principal amount of the 2025 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On February 5, 2021, the Company used a portion of the proceeds from its IPO to redeem $ 160.0 million aggregate principal amount of the 2025 Notes, plus accrued interest thereon and $ 11.8 million of redemption premium, which was recorded as a component of Other expense, net, during the fiscal nine months ended October 3, 2021. The redemption resulted in an extinguishment loss recognized of $ 14.5 million, which consisted of $ 2.7 million of unamortized deferred issuance costs and $ 11.8 million of the redemption premium. As of October 3, 2021 and January 3, 2021, the remaining unamortized balance of deferred issuance costs was $ 3.6 million and $ 7.0 million, respectively. The effective interest rate on the 2025 Notes is 8.03 %. 2028 Notes On January 27, 2020, the Issuers, issued $ 675.0 million aggregate principal amount of 7.250 % Senior Notes due 2028 (the “2028 Notes” and together with the 2025 Notes, the “Notes”), on which interest is payable semi-annually in arrears on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028 . The 2028 Notes and the guarantees thereof are senior unsecured obligations and rank equally in right of payment with all of the Issuers’ and guarantors’ existing and future senior debt, including the 2025 Notes. The 2028 Notes and the guarantees thereof are effectively subordinated to any of the Issuers’ and guarantors’ existing and future secured debt, including the Senior Secured Credit Facilities, to the extent of the value of the assets securing such debt. In addition, the 2028 Notes and the guarantees thereof rank senior in right of payment to all of the Issuers’ and guarantors’ future subordinated debt and will be structurally subordinated to the liabilities of the Issuers’ non-guarantor subsidiaries. The Company incurred deferred financing costs of $ 12.9 million related to the 2028 Notes, which were capitalized as deferred financing costs and are being amortized using the effective interest method as a component of interest expense over the life of the 2028 Notes. On or after February 1, 2023 , the Issuers have the option to redeem all or part of the 2028 Notes at the following redemption prices (expressed as percentages of principal amount): Year Price 2023 103.625 % 2024 101.813 % 2025 and thereafter 100.000 % Notwithstanding the foregoing, at any time and from time to time prior to February 1, 2023, the Issuers may at their option redeem in the aggregate up to 100 % of the original aggregate principal amount of the 2028 Notes plus accrued and unpaid interest, if any to, but not including, the date of redemption, plus a “make-whole premium.” The Issuers may also, at their option, redeem up to 40 % of the principal amount of the 2028 Notes with the net cash proceeds of certain equity offerings at a redemption price of 107.25 % of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On February 5, 2021, the Company used a portion of the proceeds from its IPO to redeem $ 270.0 million aggregate principal amount of the 2028 Notes, plus accrued interest thereon and $ 19.6 million of redemption premium. The redemption resulted in an extinguishment loss recognized of $ 24.3 million, which consisted of $ 4.7 million of unamortized deferred issuance costs and $ 19.6 million of the redemption premium, which is recorded as a component of Other expense, net during the fiscal nine months ended October 3, 2021. As of October 3, 2021 and January 3, 2021, the remaining unamortized balance of deferred issuance costs was $ 6.6 million and $ 11.8 million, respectively. The effective interest rate on the 2028 Notes is 7.76 %. 2022 Notes On January 28, 2020, the Company used the net proceeds from the issuance of the Euro Term Loan Facility and 2028 Notes, after payment of fees and expenses, to fund the redemption and discharge of $ 1.0 billion of the $ 1.3 billion in aggregate principal amount of 6.625 % Senior Notes due 2022 (the “2022 Notes”). On June 12, 2020 the Company used the net proceeds from the issuance of the 2025 Notes, after payments of fees and expenses, to fund the redemption and discharge of the remaining $ 300.0 million of the 2022 Notes. The redemption of the 2022 Notes was accounted for as an extinguishment of debt. During the fiscal nine months ended September 27, 2020, the Company recorded a $ 12.6 million loss on extinguishment of debt, primarily related to the unamortized deferred financings costs on the redeemed 2022 Notes, included as a component of Other expense, net. Sale and leaseback financing In June 2016, the Company entered into a sale-leaseback financing arrangement with a third-party financing company (the “Buyer-lessor”) related to specific property and equipment of the Company. The property and equipment were sold for $ 36.3 million and leased back over an initial term of two years . The monthly lease payments were $ 1.5 million until the equipment is repurchased or the lease is terminated. At the end of the initial term, the Company could repurchase the property and equipment at a price to be negotiated with the Buyer-lessor or terminate the lease arrangement, return the property or (possibly) enter into a new lease agreement. During the fiscal quarter ended July 1, 2018, the Company gave notice to the Buyer-lessor that it intends to negotiate with the Buyer-lessor the purchase of the property and equipment at the end of the initial term and have had discussions on negotiating the repurchase price for the property and equipment. Pursuant to the sale-leaseback financing agreement, if the parties do not reach a new lease agreement to purchase the property and equipment at the end of the initial term, the lease will automatically renew for another year, and afterwards, the lease will automatically be renewed for successive six month periods, provided that each of the Company and the Buyer-lessor have a right to terminate the lease agreement 30 days prior to the end of each six month renewal period. A security deposit for the leaseback was retained by the third-party financing company, the balance of which was $ 9.1 million as of January 3, 2021 and was included in Other current assets in the consolidated balance sheet. The transaction did not meet the criteria for sale-leaseback accounting as the security deposit constitutes a continuing involvement. Therefore, the Company accounted for this arrangement as a financing over 42 months and recorded a financing obligation amounting to $ 36.3 million at inception. On February 9, 2021, the Company and the Buyer-lessor agreed on a re-purchase price for the property and equipment, which included the outstanding balance of the financing plus accrued interest. The Company paid the full amount of the negotiated price during the fiscal nine months ended October 3, 2021. Accounts receivable financing In September 2016, the Company entered into an accounts receivable financing program (the “Financing Program”) with a financial institution. The Financing Program, which was fully paid off in June 2021 in connection with entry into the RPA (as defined below), was set to mature on January 24, 2022 and was secured by receivables from the Company’s U.S. business that are sold or contributed to a wholly-owned, consolidated, bankruptcy remote subsidiary. The bankruptcy remote subsidiary’s sole business consisted of the purchase or receipt of the receivables and subsequent granting of a security interest to the financial institution under the program, and its assets were available first to satisfy obligations and were not available to pay creditors of the Company’s other legal entities. Under the Financing Program, the Company could borrow up to the lower of $ 75.0 million or 85 % of the accounts receivable borrowing base. Interest on outstanding borrowings under the Financing Program was charged based on a per annum rate equal to the London Inter-bank Offered Rate (the “LIBOR Rate”) (with a floor of zero percent and as defined in the agreement) plus the LIBOR Rate margin ( 2.25 percentage points) if the related loan was a LIBOR Rate loan. Otherwise, the per annum rate was equal to a Base Rate (as defined in the Financing Program agreement) plus the base rate margin ( 1.25 percentage points). Interest was due and payable, in arrears, on the first day of each month. The Financing Program was also subject to termination under standard events of default as defined. On June 11, 2021, Ortho-Clinical Diagnostics FinanceCo I, LLC (“Ortho FinanceCo I”), a wholly owned receivables financing subsidiary of the Company, entered into a receivables purchase agreement (the “RPA”) with Wells Fargo Bank, N.A., as administrative agent (the “Agent”), and certain purchasers. Under the RPA, Ortho FinanceCo I may sell receivables in amounts up to a $ 75.0 million limit. Transfers of receivables under the RPA are accounted for as a sale by the Company, resulting in a reduction in accounts receivables on the unaudited consolidated balance sheet. The $ 75.0 million limit is subject to certain conditions, including that, at any date of determination, the aggregate capital paid to Ortho FinanceCo I does not exceed a “capital coverage amount,” equal to an adjusted net receivables pool balance minus a required reserve. Ortho FinanceCo I has guaranteed the prompt payment of the sold receivables, and to secure the prompt payment and performance of such guaranteed obligations, Ortho FinanceCo I has granted a security interest to the Agent, for the benefit of the purchasers, in all assets of Ortho FinanceCo I. The Company, in its capacity as master servicer under the RPA, is responsible for administering and collecting the receivables and has made customary representations, warranties, covenants and indemnities. The Company has also provided a performance guarantee for the benefit of Ortho FinanceCo I to cause the due and punctual performance by Ortho of its obligations as master servicer. The proceeds of the RPA were used, in part, to pay off the outstanding balance of the Financing Program. The impact on the Company’s unaudited consolidated statements of operations related to the RPA during the fiscal quarter and nine months ended October 3, 2021 was not material. The RPA is subject to customary events of termination for transactions of this type and, in addition, includes a financial covenant termination event if the “first lien net leverage ratio,” calculated as of the last day of each fiscal quarter, of the Company exceeds (i) 5.50 :1.00 for each fiscal quarter ending on or prior to September 30, 2022, and (ii) 5.00 :1:00 for each fiscal quarter ending thereafter. The RPA has a scheduled termination date which is the earlier of (i) June 11, 2024 , and (ii) the date that is 90 days prior to the maturity of the indebtedness incurred under the Company’s Senior Secured Credit Facilities. As of October 3, 2021, the Company was in full compliance with all debt covenant requirements. The following table provides the detail of amounts within Interest expense, net for the fiscal quarter and nine months ended October 3, 2021 and September 27, 2020: Fiscal Quarter Ended Fiscal Nine Months Ended October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Interest expense: Dollar Term Loan Facility $ 10.2 $ 19.1 $ 34.8 $ 68.6 Euro Term Loan Facility 3.3 3.5 10.3 9.0 Revolving Credit Facility 1.5 0.2 2.1 3.4 2028 Notes 7.3 12.1 23.7 32.8 2025 Notes 4.4 7.3 14.3 8.8 2022 Notes — — — 14.1 Accounts Receivable Financing — 1.1 0.7 3.7 Amortization of: Deferred financing costs 1.6 2.2 4.9 6.5 Original issue discount 0.4 0.6 1.1 1.8 Derivative instruments and other 7.6 2.8 20.7 ( 0.1 ) Interest expense, net $ 36.1 $ 48.9 $ 112.5 $ 148.6 Future repayments Below is a schedule of required future repayments of all borrowings outstanding as of October 3, 2021: Remainder of 2021 $ 45.8 2022 63.5 2023 63.1 2024 62.8 2025 1,659.4 Thereafter 405.0 $ 2,299.5 |