LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS | LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS Long-term debt and other borrowing arrangements, including current notes payable to banks, consisted of the following components: Maturity April 1, 2018 December 31, 2017 (In thousands) Long-term debt and other long-term borrowing arrangements: Senior notes payable, net of premium and discount at 5.75% 2025 $ 1,002,799 $ 754,820 Senior notes payable, net of discount at 5.875% 2027 843,180 600,000 Senior notes payable at 6.25% 2021 92,128 403,444 U.S. Credit Facility (defined below): Term note payable at 2.97% 2022 770,000 780,000 Revolving note payable at 2.84% 2022 — 73,262 Mexico Credit Facility (defined below) with notes payable at 2019 69,823 76,307 Moy Park Multicurrency Revolving Facility with notes payable at LIBOR rate plus 2.5% 2018 — 9,590 Moy Park Receivables Finance Agreement with payables at LIBOR plus 1.5% 2020 — — Moy Park France Invoice Discounting Revolver with payables at EURIBOR plus 0.8% 2018 12,754 1,815 Chattels mortgages with payables at weighted average of 3.74% Various 758 873 Capital lease obligations Various 8,184 9,239 Long-term debt 2,799,626 2,709,350 Less: Current maturities of long-term debt (149,389 ) (47,775 ) Long-term debt, less current maturities 2,650,237 2,661,575 Less: Capitalized financing costs (24,539 ) (25,958 ) Long-term debt, less current maturities, net of capitalized financing costs: $ 2,625,698 $ 2,635,617 U.S. Senior Notes On March 11, 2015, the Company completed a sale of $500.0 million aggregate principal amount of its 5.75% senior notes due 2025. On September 29, 2017, the Company completed an add-on offering of $250.0 million of these senior notes. The issuance price of this add-on offering was 102.0% , which created gross proceeds of $255.0 million . The additional $5.0 million will be amortized over the remaining life of the senior notes. On March 7, 2018, the Company completed another add-on offering of $250.0 million of these senior notes (together with the senior notes issued in March 2015 and September 2017, the “Senior Notes due 2025”). The issuance price of this add-on offering was 99.25% , which created gross proceeds of $248.1 million. The $ 1.9 million discount will be amortized over the remaining life of the senior notes. Each issuance of the Senior Notes due 2025 is treated as a single class for all purposes under the 2015 Indenture (defined below) and have the same terms. The Senior Notes due 2025 are governed by, and were issued pursuant to, an indenture dated as of March 11, 2015 by and among the Company, its guarantor subsidiary and Wells Fargo Bank, National Association, as trustee (the “2015 Indenture”). The 2015 Indenture provides, among other things, that the Senior Notes due 2025 bear interest at a rate of 5.75% per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on September 15, 2015 for the Senior Notes due 2025 that were issued in March 2015 and beginning on March 15, 2018 for the Senior Notes due 2025 that were issued in September 2017 and March 2018. The Senior Notes due 2025 are guaranteed on a senior unsecured basis by the Company’s guarantor subsidiary. In addition, any of the Company’s other existing or future domestic restricted subsidiaries that incur or guarantee any other indebtedness (with limited exceptions) must also guarantee the Senior Notes due 2025. The Senior Notes due 2025 and related guarantees are unsecured senior obligations of the Company and its guarantor subsidiary and rank equally with all of the Company’s and its guarantor subsidiary’s other unsubordinated indebtedness. The Senior Notes due 2025 and the 2015 Indenture also contain customary covenants and events of default, including failure to pay principal or interest on the Senior Notes due 2025 when due, among others. On September 29, 2017, the Company completed a sale of $600.0 million aggregate principal amount of its 5.875% senior notes due 2027. On March 7, 2018, the Company completed an add-on offering of these senior notes (together with the senior notes issued in September 2017, the “Senior Notes due 2027”). The issuance price of this add-on offering was 97.25% , which created gross proceeds of $243.1 million. The $6.9 million discount will be amortized over the remaining life of the Senior Notes due 2027. Each issuance of the Senior Notes due 2027 is treated as a single class for all purposes under the 2017 Indenture (defined below) and have the same terms. The Senior Notes due 2027 are governed by, and were issued pursuant to, an indenture dated as of September 29, 2017 by and among the Company, its guarantor subsidiary and U.S. Bank National Association, as trustee (the “2017 Indenture”). The 2017 Indenture provides, among other things, that the Senior Notes due 2027 bear interest at a rate of 5.875% per annum from the date of issuance until maturity, payable semi-annually in cash in arrears, beginning on March 30, 2018 for the Senior Notes due 2027 that were issued in September 2017 and beginning on March 15, 2018 for the Senior Notes due 2027 that were issued in March 2018. The Senior Notes due 2027 are guaranteed on a senior unsecured basis by the Company’s guarantor subsidiary. In addition, any of the Company’s other existing or future domestic restricted subsidiaries that incur or guarantee any other indebtedness (with limited exceptions) must also guarantee the Senior Notes due 2027. The Senior Notes due 2027 and related guarantees are unsecured senior obligations of the Company and its guarantor subsidiary and rank equally with all of the Company’s and its guarantor subsidiary’s other unsubordinated indebtedness. The Senior Notes due 2027 and the 2017 Indenture also contain customary covenants and events of default, including failure to pay principal or interest on the Senior Notes due 2027 when due, among others. The Company used the net proceeds from the sale of the Senior Notes due 2025 and the Senior Notes due 2027 that were issued in September 2017 to repay in full the JBS S.A. Promissory Note issued as part of the Moy Park acquisition and for general corporate purposes. The Company used the net proceeds from the sale of the Senior Notes due 2025 and the Senior Notes due 2027 that were issued in March 2018 to pay the second tender price of Moy Park Notes (as described below), repay a portion of outstanding secured debt, and for general corporate purposes. The Senior Notes due 2025 and the Senior Notes due 2027 were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. Moy Park Senior Notes On May 29, 2014, Moy Park (Bondco) plc, a subsidiary of Granite Holdings Sàrl, completed the sale of a £200.0 million aggregate principal amount of its 6.25% senior notes due 2021. On April 17, 2015, the Company completed an add-on offering of £100.0 million of these notes (together with the senior notes issued in May 2014, the “Moy Park Senior Notes”). The Moy Park Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Moy Park Notes are governed by, and were issued pursuant to, an indenture dated as of May 29, 2014 by Moy Park (Bondco) plc, as issuer, Moy Park Holdings (Europe) Limited, Moy Park (Newco) Limited, Moy Park Limited, O’Kane Poultry Limited, as guarantors, and The Bank of New York Mellon, as trustee (the “Moy Park Indenture”). The Moy Park Indenture provides, among other things, that the Moy Park Notes bear interest at a rate of 6.25% per annum from the date of issuance until maturity, payable semiannually in cash in arrears, beginning on November 29, 2014 for the Moy Park Notes that were issued in May 2014 and beginning on May 28, 2015 for the Moy Park Notes that were issued in April 2015. The Moy Park Notes are guaranteed by each of the subsidiary guarantors party to the Moy Park Indenture. The Moy Park Indenture contains customary covenants and events of default that may limit Moy Park (Bondco) plc’s ability and the ability of certain subsidiaries to incur additional debt, declare or pay dividends or make certain investments, among others. On November 2, 2017, Moy Park (Bondco) plc announced the final results of its previously announced tender offer to purchase for cash any and all of its issued and outstanding Moy Park Notes. As of November 2, 2017, £1.2 million principal amount of Moy Park Notes had been validly tendered (and not validly withdrawn). Moy Park (Bondco) plc purchased all validly tendered (and not validly withdrawn) Moy Park Notes on or prior to November 2, 2017, with such settlement occurring on November 3, 2017. On March 7, 2018, Moy Park (Bondco) plc announced the final results of its second, previously announced, tender offer to purchase for cash any and all of its issued and outstanding Moy Park Notes. As of March 7, 2018, £233.1 million principal amount of Moy Park Notes had been validly tendered (and not validly withdrawn in the second tender). Moy Park (Bondco) plc purchased all validly tendered (and not validly withdrawn) Moy Park Notes on or prior to March 7, 2018, with such settlement occurring on March 8, 2018. On April 23, 2018, the Company gave notice to the Bank of New York Mellon, as trustee, of its intent to redeem all of the Moy Park Notes outstanding on May 29, 2018 (the “Redemption Date”) at the redemption price equal to 101.56% of its principal amount, plus accrued and unpaid interest thereon to, but excluding the Redemption Date. As of April 1, 2018, the Moy Park Notes in an aggregate principal amount of £65.7 million were outstanding. U.S. Credit Facility On May 8, 2017, the Company and certain of its subsidiaries entered into a Third Amended and Restated Credit Agreement (the “U.S. Credit Facility”) with Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent and collateral agent, and the other lenders party thereto. The U.S. Credit Facility provides for a revolving loan commitment of up to $750.0 million and a term loan commitment of up to $800.0 million (the “Term Loans”). The U.S. Credit Facility also includes an accordion feature that allows the Company, at any time, to increase the aggregate revolving loan and term loan commitments by up to an additional $1.0 billion , subject to the satisfaction of certain conditions, including obtaining the lenders’ agreement to participate in the increase. The revolving loan commitment under the U.S. Credit Facility matures on May 6, 2022. All principal on the Term Loans is due at maturity on May 6, 2022. Installments of principal are required to be made, in an amount equal to 1.25% of the original principal amount of the Term Loans, on a quarterly basis prior to the maturity date of the Term Loans. Covenants in the U.S. Credit Facility also require the Company to use the proceeds it receives from certain asset sales and specified debt or equity issuances and upon the occurrence of other events to repay outstanding borrowings under the U.S. Credit Facility. As of April 1, 2018 , the Company had Term Loans outstanding totaling $770.0 million and the amount available for borrowing under the revolving loan commitment was $705.2 million . The Company had letters of credit of $44.8 million and no borrowings outstanding under the revolving loan commitment as of April 1, 2018 . The U.S. Credit Facility includes a $75.0 million sub-limit for swingline loans and a $125.0 million sub-limit for letters of credit. Outstanding borrowings under the revolving loan commitment and the Term Loans bear interest at a per annum rate equal to (i) in the case of LIBOR loans, LIBOR plus 1.50% through April 1, 2018 and, thereafter, based on the Company’s net senior secured leverage ratio, between LIBOR plus 1.25% and LIBOR plus 2.75% and (ii) in the case of alternate base rate loans, the base rate plus 0.50% through April 1, 2018 and, based on the Company’s net senior secured leverage ratio, between the base rate plus 0.25% and base rate plus 1.75% thereafter. The U.S. Credit Facility contains financial covenants and various other covenants that may adversely affect the Company’s ability to, among other things, incur additional indebtedness, incur liens, pay dividends or make certain restricted payments, consummate certain assets sales, enter into certain transactions with JBS and the Company’s other affiliates, merge, consolidate and/or sell or dispose of all or substantially all of our assets. The U.S. Credit Facility requires the Company to comply with a minimum level of tangible net worth covenant. The U.S. Credit Facility also provides that we may not incur capital expenditures in excess of $500.0 million in any fiscal year. The Company is currently in compliance with the covenants under the U.S. Credit Facility. All obligations under the U.S. Credit Facility continue to be unconditionally guaranteed by certain of the Company’s subsidiaries and continue to be secured by a first priority lien on (i) the accounts receivable and inventory of our Company and its non-Mexico subsidiaries, (ii) 100% of the equity interests in our domestic subsidiaries, To-Ricos, Ltd. and To-Ricos Distribution, Ltd., and 65% of the equity interests in our direct foreign subsidiaries and (iii) substantially all of the assets of the Company and the guarantors under the U.S. Credit Facility. Mexico Credit Facility On September 27, 2016, certain of our Mexican subsidiaries entered into an unsecured credit agreement (the “Mexico Credit Facility”) with BBVA Bancomer, S.A. Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as lender. The loan commitment under the Mexico Credit Facility was 1.5 billion Mexican pesos. Outstanding borrowings under the Mexico Credit Facility accrued interest at a rate equal to the Interbank Equilibrium Interest Rate plus 0.95% . The Mexico Credit Facility is scheduled to mature on September 27, 2019. As of April 1, 2018 , the U.S. dollar-equivalent loan commitment under the Mexico Credit Facility was $82.5 million , and there were $69.8 million outstanding borrowings under the Mexico Credit Facility that bear interest at a per annum rate of 8.80% . As of April 1, 2018 , the U.S. dollar-equivalent borrowing availability was $12.7 million . Moy Park Multicurrency Revolving Facility Agreement On March 19, 2015, Moy Park Holdings (Europe) Limited, a subsidiary of Granite Holdings Sàrl, and its subsidiaries, entered into an agreement with Barclays Bank plc, which expired on March 19, 2018. The agreement provided for a multicurrency revolving loan commitment of up to £20.0 million . Moy Park Receivables Finance Agreement Moy Park Limited, a subsidiary of Granite Holdings Sàrl, entered into a £45.0 million receivables finance agreement on January 29, 2016 (the “Receivables Finance Agreement”), with Barclays Bank plc, which matures on January 29, 2020. Outstanding borrowings under the facility bear interest at a per annum rate equal to LIBOR plus 1.5% . The Receivables Finance Agreement includes an accordion feature that allows us, at any time, to increase the commitments by up to an additional £15.0 million , subject to the satisfaction of certain conditions. As of April 1, 2018 , the U.S. dollar-equivalent loan commitment under the Receivables Finance Agreement was $63.0 million and there were no outstanding borrowings. The Receivables Finance Agreement contains financial covenants and various other covenants that may adversely affect Moy Park's ability to, among other things, incur additional indebtedness, consummate certain asset sales, enter into certain transactions with JBS and the Company's other affiliates, merge, consolidate and/or sell or dispose of all or substantially all of Moy Park's assets. Moy Park France Invoice Discounting Facility In June 2009, Moy Park France Sàrl, a subsidiary of Granite Holdings Sàrl, entered into a €20.0 million invoice discounting facility with GE De Facto (the “Invoice Discounting Facility”). The facility limit was increased €10.0 million in September 2016 to €30.0 million . The Invoice Discounting Facility is payable on demand and the term is extended on an annual basis. The agreement can be terminated by either party with three months’ notice. Outstanding borrowings under the Invoice Discounting Facility bear interest at a per annum rate equal to EURIBOR plus a margin of 0.80% . As of April 1, 2018 , the U.S. dollar-equivalent loan commitment, borrowing availability and outstanding borrowings under the Invoice Discounting Facility were $37.0 million , $24.2 million and $12.8 million , respectively. The Invoice Discounting Facility contains financial covenants and various other covenants that may adversely affect Moy Park's ability to, among other things, incur additional indebtedness, consummate certain asset sales, enter into certain transactions with JBS and the Company's other affiliates, merge, consolidate and/or sell or dispose of all or substantially all of Moy Park's assets. |