10. FINANCING ARRANGEMENTS

Our debt consisted of the following:


	April 1,			December 31,
	2017			2016
2016 First Lien Term Loan, with floating interest rates, maturing June 2, 2023, net of original issue discount of $4,364 and $4,526, respectively	$	663,882		$	663,720
2016 First Lien Term Loan, held by related party, net of original issue discount of $175 and $181 respectively		26,579			26,573
Senior Unsecured Notes (including related party principal of $40,000)		400,000			400,000
Debt issuance costs		(11,294	)		(11,638	)
Capitalized lease obligations maturing through Fiscal 2020		1,090			276

		1,080,257			1,078,931
Less: current maturities		(475	)		(274	)

Total debt	$	1,079,782		$	1,078,657

On June 2, 2016, we entered into a new first lien term loan in the aggregate amount of $1,300,000, which matures on June 2, 2023 (the “2016 First Lien Term Loan”) and an amendment to our asset-based revolving credit facility (the “ABL Facility”) to extend its maturity date to June 2, 2021. The net proceeds from the 2016 First Lien Term Loan of $1,293,500 (which was net of original issue discount of $6,500), were used to repay the amounts outstanding under the 2012 issuance of a $925,000 first lien term loan (the “2012 First Lien Term Loan”) and the 2012 issuance of a $375,000 second lien term loan (the “2012 Second Lien Term Loan”) (collectively, the “ Prior Term Loans”), pay related accrued interest of $11,990, pay a prepayment penalty of $3,735 and pay debt issuance costs of $15,449. Proceeds of $3,619 were retained for working capital and other purposes.

On July 21, 2016, using proceeds from the sale of our common stock in the IPO, we voluntarily repaid $205,000 of the 2016 First Lien Term Loan. We applied the voluntary repayment to all the scheduled payments that would have fallen due prior to the maturity of the 2016 First Lien Term Loan and also to a portion of the single payment due June 2, 2023.

On December 7, 2016, we issued $400,000 in aggregate principal amount of 5.50% Senior Unsecured Notes due 2024 (the “Senior Unsecured Notes”) at an issue price of 100% of the principal amount of the Notes, in a private placement to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, and outside the US to non-U.S. persons pursuant to Regulation S under the Securities Act. We used the net proceeds of $395,931 together with cash on hand, to voluntarily repay $400,000 of outstanding borrowings under the 2016 First Lien Term Loan.

Concurrently with the Senior Unsecured Notes issuance, we completed a repricing amendment that resulted in a 75 basis point decrease in interest rates for the 2016 First Lien Term Loan. As a result of these repayments, at April 1, 2017, the only required future payment under the 2016 First Lien Term Loan was a single payment of $695,000 due on the maturity date of June 2, 2023.

Interest on borrowings under the 2016 First Lien Term Loan varies based on either LIBOR or a bank base rate, plus a margin as set forth in the following table:


Total Net	LIBOR			Bank Base
Leverage Ratio	Loans			Rate Loans
Less than or equal to 4.00:1.00		3.00	%		2.00	%
Greater than 4.00:1.00		3.50	%		2.50	%

During both 1^st Quarter 2017 and Fiscal 2016, our 2016 First Lien Term Loan was subject to LIBOR loan margins. At April 1, 2017 and December 31, 2016, the interest rate on the 2016 First Lien Term Loan was 4.00%.

The 2016 First Lien Term Loan is collateralized by a first-priority security interest in substantially all our assets, except for accounts receivable, inventory and cash and cash equivalents, which together serve as first-priority collateral for the ABL Facility, on which the 2016 First Lien Term Loan maintains a second-priority interest. The 2016 First Lien Term Loan agreement includes certain non-financial covenants, which include limitations on our ability to incur additional indebtedness, issue preferred stock, pay dividends, make distributions on our capital stock, repurchase our capital stock, make certain investments, create liens on our assets, enter into transactions with affiliates, transfer and sell assets, merge, consolidate or sell all or substantially all of our assets. Such covenants also create restrictions on dividends and certain payments by our restricted subsidiaries. At April 1, 2017, we were in compliance with all such covenants. The 2016 First Lien Term Loan agreement also includes financial maintenance covenants that apply only under certain conditions, and also requires mandatory annual prepayment of certain excess cash flow, as applicable. No excess cash flow prepayment was required with respect to Fiscal 2016.

Interest on the Senior Unsecured Notes is payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2017. We incurred aggregate fees of $5,087 in connection with issuance of the Senior Unsecured Notes, which were capitalized and are being amortized over the term of the Senior Unsecured Notes and, as a result, the effective interest rate for the Senior Unsecured Notes was 5.63% at December 7, 2016.

The Senior Unsecured Notes are guaranteed, jointly and severally, by all our subsidiaries and were issued pursuant to an indenture which:

Provides that we may redeem the Senior Unsecured Notes, in whole or in part as follows:

at any time prior to December 15, 2019 at a redemption price equal to 100% of the principal amount, plus applicable accrued and unpaid interest, if any, plus a premium that is the greater of 1.0% of the principal amount of such Note and the excess, if any, of the present value at such redemption date of the redemption price at December 15, 2019 plus all required interest payments due through December 15, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate plus 50 basis points; over the then outstanding principal amount.

ii)

at any time on or after December 15, 2019, at a redemption price equal to the following percentages of the principal amount, plus applicable accrued and unpaid interest, if any:


Year ending December 14,	Percentage
2020		104.125	%
2021		102.750	%
2022		101.375	%
2023 and thereafter		100.000	%

iii)

at any time prior to December 15, 2019, up to 40% of the aggregate principal amount of the Senior Unsecured Notes with the proceeds from certain equity offerings at a redemption price equal to 105.50% of the aggregate principal amount of the Senior Unsecured Notes, plus applicable accrued and unpaid interest, if any. Upon the occurrence of certain change of control transactions, we will be required to offer to repurchase the senior Unsecured Notes at 101% of the principal amount, plus applicable accrued and unpaid interest, if any.

Contains covenants that, among other things, restrict our ability and those of our restricted subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; pay dividends and make other restricted payments; incur restrictions on the payment of dividends or other distributions from restricted subsidiaries that are not guarantors; create or incur certain liens; make certain investments; transfer or sell assets; engage in transactions with affiliates; and merge or consolidate with other companies or transfer all or substantially all of our assets.

Provides for customary events of default, including failure to pay any principal or interest when due, failure to comply with covenants and cross acceleration provisions.

The maximum borrowing limit on the ABL Facility is $175,000 and such maximum borrowing limit is further subject to a borrowing base limitation that is derived from applying defined calculations to inventory and accounts receivable balances. The ABL Facility agreement includes certain non-financial covenants, as well as certain financial maintenance covenants that apply only under certain conditions. Availability under the ABL Facility was as follows:


	April 1,		December 31,
	2017		2016
Borrowing base limitation	$	141,485	$	125,114
Less: outstanding letters of credit		5,289		5,469

Net availability	$	136,196	$	119,645