LONG-TERM DEBT

Long-term debt as of the dates indicated consists of the following:



	September 30,
	2018			2017
5.625% Senior Notes maturing January 2028	$	960.9		$	—
5.50% Senior Notes maturing March 2025	1,000.0			1,000.0
5.75% Senior Notes maturing March 2027	1,326.3			1,500.0
5.00% Senior Notes maturing August 2026	1,710.3			1,750.0
8.00% Senior Notes maturing July 2025	122.2			137.5
6.00% Senior Notes maturing December 2022	—			630.0
Term Loan	2,172.5			2,194.5
Bridge Loan (a)	—			—
Capital leases	0.2			0.2
	7,292.4			7,212.2
Less: Current Portion	(22.1		)	(22.1		)
Debt issuance costs, net (a)	(71.2		)	(81.8		)
Plus: Unamortized premium	33.0			40.8
Total long-term debt	$	7,232.1		$	7,149.1

(a) In connection with the 8th Avenue Transactions, the Company classified its Bridge Loan and associated debt issuance costs as held for sale at September 30, 2018. See below for more information about the Bridge Loan. See Note 6 for information about assets and liabilities held for sale.

Senior Notes

On June 2, 2014, the Company issued $630.0 principal value of 6.00% senior notes due in December 2022. The 6.00% senior notes were issued at par, and the Company received $619.0 after paying related fees of $11.0, which were deferred and amortized to interest expense over the term of the notes. The principal balance of these notes was repaid during the year ended September 30, 2018. Interest payments on the 6.00% senior notes were due semi-annually each June 15 and December 15.

On August 18, 2015, the Company issued $400.0 principal value of 8.00% senior notes due in July 2025. The 8.00% senior notes were issued at par, and the Company received $396.0 after paying related fees of $4.0, which were deferred and amortized to interest expense over the term of the notes. Interest payments on the 8.00% senior notes are due semi-annually each January 15 and July 15.

On August 3, 2016, the Company issued $1,750.0 principal value of 5.00% senior notes due in August 2026. The 5.00% senior notes were issued at par, and the Company received $1,725.7 after paying related fees of $24.3, which were deferred and will be amortized to interest expense over the term of the notes. Interest payments on the 5.00% senior notes are due semi-annually each February 15 and August 15.

On February 14, 2017, the Company issued $1,000.0 principal value of 5.50% senior notes due in March 2025 and $750.0 principal value of 5.75% senior notes due in March 2027. The 5.50% and 5.75% senior notes were issued at par, and the Company received $1,725.4 after paying related fees of $24.6, which were deferred and will be amortized to interest expense over the term of the notes. On August 10, 2017, the Company issued an additional $750.0 principal value of 5.75% notes due in March 2027. The additional 5.75% senior notes were issued at 105.5% of par value, and the Company received $784.0 after paying investment banking and other fees of $7.2. The premium related to the 5.75% senior notes was recorded as an unamortized premium, which is included in “Long-term debt” on the Consolidated Balance Sheets at September 30, 2018 and 2017 and will be amortized as a reduction to interest expense over the term of the notes. Interest payments on the 5.50% and 5.75% senior notes are due semi-annually each March 1 and September 1.

On December 1, 2017, the Company issued $1,000.0 principal value of 5.625% senior notes due in January 2028. The 5.625% senior notes were issued at par, and the Company received $990.6 after paying investment banking and other fees of $9.4, which are being deferred and amortized to interest expense over the term of the notes. Interest payments on the 5.625% senior notes are due semi-annually each January 15 and July 15.

All of the Company’s senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries, other than immaterial subsidiaries, receivables finance subsidiaries and subsidiaries the Company designated as unrestricted subsidiaries (the “Guarantors”). The Company’s foreign subsidiaries do not guarantee the senior notes. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions).

Credit Agreement

On March 28, 2017, the Company entered into an amended and restated credit agreement, and further amended the credit agreement on April 28, 2017, March 8, 2018 and August 17, 2018 (as further amended and restated, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $800.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. The issuance of letters of credit is available under the Credit Agreement in an aggregate amount of up to $50.0. The Revolving Credit Facility has outstanding letters of credit of $18.5, which reduced the available borrowing capacity to $781.5 at September 30, 2018. The outstanding amounts under the Revolving Credit Facility must be repaid on or before March 28, 2022. The Company incurred $4.2 and $4.6 of issuance costs in connection with the Credit Agreement in the years ended September 30, 2018 and 2017, respectively, which are included in “Prepaid expenses and other current assets” and “Other assets” on the Consolidated Balance Sheets.

The Credit Agreement also provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders, in each case on terms to be determined, and also permits the Company, subject to certain conditions, to incur incremental equivalent debt, in an aggregate maximum amount not to exceed the greater of (1) $700.0 and (2) the maximum amount at which (A) the Company’s pro forma consolidated leverage ratio (as defined in the Credit Agreement) would not exceed 6.50 to 1.00 and (B) the Company’s pro forma senior secured leverage ratio (as defined in the Credit Agreement) would not exceed 3.00 to 1.00 as of the date such indebtedness is incurred. Additionally, the Credit Agreement permits the Company to incur additional unsecured debt if, among other conditions, its consolidated interest coverage ratio (as defined in the Credit Agreement) would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt.

The Company entered into a third amendment to the Credit Agreement on August 17, 2018, which permits the Company, among other things, to designate certain of its subsidiaries as unrestricted subsidiaries and once so designated, permits the disposition of (and release of liens on) assets of and equity interests in the Company’s unrestricted subsidiaries and permits the release of such unrestricted subsidiaries as guarantors.

Borrowings under the Revolving Credit Facility will bear interest, at the option of the Company, at an annual rate equal to either the Base Rate, Eurodollar Rate or CDOR Rate (as such terms are defined in the Credit Agreement) plus an applicable margin ranging from 1.75% to 2.25% for Eurodollar Rate-based loans and CDOR Rate-based loans and from 0.75% to 1.25% for Base Rate-based loans, depending in each case on the Company’s senior secured leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility will accrue at rates ranging from 0.250% to 0.375%, also depending on the Company’s senior secured leverage ratio.

The Credit Agreement contains affirmative and negative covenants customary for agreements of this type, including delivery of financial and other information, compliance with laws, maintenance of property, existence, insurance and books and records, inspection rights, obligation to provide collateral and guarantees by certain new subsidiaries, preparation of environmental reports, participation in an annual meeting with the agent and the lenders under the Credit Agreement, further assurances, limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, use of proceeds, amendments of organization documents, accounting changes, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, conduct of business, transactions with affiliates, dividends and redemptions or repurchases of stock, and granting liens.

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, indebtedness in excess of $75.0, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $75.0, attachments issued against a material part of the Company’s property, change in control, the invalidity of any loan document, the failure of the collateral documents to create a valid and perfected first priority lien and certain ERISA events. Upon the occurrence of an event of default, the maturity of the loans under the Credit Agreement may be accelerated 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 for the Company’s obligations under the Credit Agreement.

The Company’s obligations under the Credit Agreement are unconditionally guaranteed by each of the Guarantors. The Company’s obligations under the Credit Agreement are secured by security interests on substantially all of the personal property assets of the Company and the Guarantors and are secured by the material domestic real property assets of the Company and the Guarantors.

Term Loans

On May 24, 2017, the Company entered into a Joinder Agreement No. 1 (“Joinder No. 1”). Joinder No.1 provided for an incremental term loan of $1,200.0 (the “ Joinder No. 1 Term Loan”) under the Credit Agreement. Pursuant to Joinder No. 1, the Company borrowed $1,200.0. On June 29, 2017, the Company entered into a Joinder Agreement No. 2 (“Joinder No. 2”). Joinder No. 2 provided for an incremental term loan of $1,000.0 (the “ Joinder No. 2 Term Loan”) under the Credit Agreement. Pursuant to Joinder No. 2, the Company borrowed $1,000.0 and used the proceeds, together with cash on hand, to finance its fiscal 2017 acquisition of the Weetabix Group (see Note 4). The Joinder No. 2 Term Loan was combined with the outstanding amounts under the Joinder No.1 Term Loan (collectively the “Term Loan”). On March 8, 2018, the Company entered into a second amendment to the Credit Agreement (the “Second Amendment”). Under the Second Amendment, the interest rate margin for the Term Loan was reduced by 25 basis points such that a Term Loan that is a Eurodollar Rate Loan accrues interest at the Eurodollar Rate plus 2.00% per annum, and a Term Loan that is a Base Rate Loan accrues interest at the Base Rate plus 1.00% per annum (as such terms are defined in the Credit Agreement). The maturity date for the Term Loan remains May 24, 2024, and all other material provisions of the Credit Agreement remain unchanged.

The Term Loan requires quarterly principal installments of $5.5, which began on September 30, 2017. The interest rate on the Term Loan was 4.22% and 3.49% at September 30, 2018 and 2017, respectively. The Company incurred $23.7 of issuance costs in connection with the Term Loan in the year ended September 30, 2017.

Bridge Loan

On September 24, 2018, in connection with the 8th Avenue Transactions (see Note 4), the Company entered into a $625.0 bridge facility agreement (“Bridge Loan Facility”) and borrowed $625.0 under the Bridge Loan Facility (the Bridge Loan, as defined in Note 4). The Bridge Loan bore interest at a rate per annum equal to (i) with respect to the period commencing on September 24, 2018, and ending on October 1, 2018, the Eurodollar Rate (as such term is defined in the Bridge Loan Facility) plus 450 basis points , (ii) with respect to the period commencing on October 1, 2018 and ending on October 8, 2018, the Eurodollar Rate plus 500 basis points, (iii) with respect to the period between October 8, 2018 and November 30, 2018, 12.00% and (iv) with respect to the period on or after November 30, 2018 through the maturity date, 12.25%. Payments of interest on the Bridge Loan were due on October 1, 2018, October 8, 2018, December 31, 2018 and the last day of each quarter thereafter. The Bridge Loan Facility would mature on August 23, 2024. In connection with the Bridge Loan Facility, the Company incurred issuance costs of $10.4, which are being deferred and amortized to interest expense over the term of the loan. Of the total amount of debt issuance costs incurred, $7.8 were reimbursed to the Company at the closing of the 8th Avenue Transactions on October 1, 2018.

Upon the closing of the 8th Avenue Transactions on October 1, 2018, the Bridge Loan was assumed by 8th Avenue and the Company was released from its repayment obligations thereunder while retaining the proceeds from the Bridge Loan. Upon the assumption of the Bridge Loan by 8th Avenue, the Company was required under the Credit Agreement to use the net cash proceeds from the Bridge Loan and the cash proceeds received from THL under the Transaction Agreement to repay a portion of the Term Loan. Additionally, on October 1, 2018, 8th Avenue and its domestic subsidiaries (other than immaterial subsidiaries and other excluded subsidiaries) entered into (i) a First Lien Credit Agreement and (ii) a Second Lien Credit Agreement . The First Lien Credit Agreement provides for (i) a term loan in an aggregate principal amount of $525.0 (the “First Lien Term Loan Facility”) and (ii) a revolving credit facility in an aggregate amount of up to $150.0 (the “First Lien Revolving Credit Facility”). The Second Lien Credit Agreement provides for a term loan in an aggregate principal amount of $100.0 (the “Second Lien Term Loan Facility”). 8th Avenue used the proceeds of the First Lien Term Loan Facility, the Second Lien Term Loan Facility and a portion of the First Lien Revolving Credit Facility to repay the Bridge Loan under the Bridge Facility Agreement, to pay certain fees and expenses related to the 8th Avenue Transactions and for general corporate purposes.

Repayments of Long-Term Debt

The following table shows the Company’s repayments of long-term debt and associated gain or loss included in “Loss on extinguishment of debt” on the Consolidated Statements of Operations for the years ended September 30, 2018, 2017 and 2016.



	Repayments of Long-Term Debt			Loss on Extinguishment of Debt, net
Year Ended September 30,	Issuance	Principal Amount Repaid		Debt Repurchased at a Discount			Premium and Debt Extinguishment Costs Paid		Write-offs of Debt Issuance Costs		Write-off of Unamortized (Premium)/Discount
	6.00% Senior Notes	$	630.0	$	—		$	30.8	$	6.5	$	—
	5.625% Senior Notes	39.1		(2.1		)	—		0.4		—
	5.75% Senior Notes	173.7		(3.1		)	—		1.9		(4.6		)
	5.00% Senior Notes	39.7		(2.5		)	—		0.4		—
	8.00% Senior Notes	15.3		—			2.0		0.1		—
	Term Loan (a)	22.0		—			0.9		0.4		—
2018	Total	$	919.8	$	(7.7	)	$	33.7	$	9.7	$	(4.6	)

	6.75% Senior Notes	$	875.0	$	—		$	63.0	$	8.9	$	(13.4	)
	7.375% Senior Notes	133.0		—			4.9		1.2		(2.1		)
	7.75% Senior Notes	800.0		—			108.6		6.3		—
	8.00% Senior Notes	262.5		—			43.3		2.2		—
	Term Loan	5.5		—			—		—		—
	TEUs	11.0		—			—		—		—
	4.57% 2012 Series Bond	1.3		—			—		—		—
	Capital lease	0.1		—			—		—		—
2017	Total	$	2,088.4	$	—		$	219.8	$	18.6	$	(15.5	)

	7.375% Senior Notes	$	1,242.0	$	—		$	88.0	$	12.4	$	(21.8	)
	Term Loan	374.4		—			—		6.4		1.4
	TEUs	14.1		—			—		—		—
	4.57% 2012 Series Bond	1.6		—			—		—		—
	Capital lease	0.1		—			—		—		—
2016	Total	$	1,632.2	$	—		$	88.0	$	18.8	$	(20.4	)


(a)	In connection with the Second Amendment discussed above, the Company recorded a write-off of debt issuance costs and other expenses during the year ended September 30, 2018.

Debt Covenants

Under the terms of the Credit Agreement, the Company is required to comply with a financial covenant consisting of a ratio for quarterly maximum senior secured leverage (as defined in the Credit Agreement) not to exceed 4.25 to 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 September 30, 2018, the Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30%.

The Credit Agreement permits the Company to incur additional unsecured debt if, among other conditions, the pro forma consolidated interest coverage ratio, calculated as provided in the Credit Agreement, would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt. As of September 30, 2018, the pro forma consolidated interest coverage ratio exceeded this threshold.