Debt

9 Months Ended

Oct. 03, 2021

Debt Disclosure [Abstract]

Debt

Debt

The Company’s debt consisted of the following:

	October 3, 2021
	Outstanding Principal		Unamortized Debt Discount		Unamortized Debt Issuance Costs		Net Carrying Amount
	(In thousands)
Long-Term Debt:
Senior Unsecured Revolving Credit Facility	$	111,962	$	—	$	(4,075)	$	107,887
Unsecured Term Loan Credit Facility	500,000		—		(1,069)		498,931
0.550% Senior Unsecured Notes due in 2023	500,000		(174)		(2,849)		496,977
0.850% Senior Unsecured Notes due in 2024	800,000		(485)		(5,964)		793,551
1.875% Senior Unsecured Notes due in 2026 ("2026 Notes")	579,750		(2,715)		(2,406)		574,629
1.900% Senior Unsecured Notes due in 2028	500,000		(357)		(4,788)		494,855
3.3% Senior Unsecured Notes due in 2029 ("2029 Notes")	850,000		(2,299)		(6,363)		841,338
2.55% Senior Unsecured Notes due in 2031	400,000		(128)		(3,351)		396,521
2.250% Senior Unsecured Notes due in 2031	500,000		(1,508)		(4,927)		493,565
3.625% Senior Unsecured Notes due in 2051	400,000		(4)		(4,324)		395,672
Other Debt Facilities, non-current	5,151		—		—		5,151
Total Long-Term Debt	$	5,146,863	$	(7,670)	$	(40,116)	$	5,099,077
Current Portion of Long-term Debt:
Other Debt Facilities, current	4,485		—		—		4,485
Total	$	5,151,348	$	(7,670)	$	(40,116)	$	5,103,562

	January 3, 2021
	Outstanding Principal		Unamortized Debt Discount		Unamortized Debt Issuance Costs		Net Carrying Amount
	(In thousands)
Long-Term Debt:
Senior Unsecured Revolving Credit Facility	$	158,595	$	—	$	(2,621)	$	155,974
2026 Notes	610,750		(3,253)		(2,782)		604,715
2029 Notes	850,000		(2,496)		(6,908)		840,596
Other Debt Facilities, non-current	8,416		—		—		8,416
Total Long-Term Debt	$	1,627,761	$	(5,749)	$	(12,311)	$	1,609,701
Current Portion of Long-term Debt:
0.6% Senior Unsecured Notes due in 2021 ("2021 Notes")	366,450		(16)		(229)		366,205
Other Debt Facilities, current	14,743		—		—		14,743
Total	$	2,008,954	$	(5,765)	$	(12,540)	$	1,990,649

Senior Unsecured Revolving Credit Facility. On August 24, 2021, the Company terminated its previous senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $1.5 billion available through August 24, 2026. As of October 3, 2021, undrawn letters of credit in the aggregate amount of $11.0 million were treated as issued and outstanding when calculating the borrowing availability under the facility. As of October 3, 2021, the Company had $1.4 billion available for additional borrowing under the facility. Borrowings will

bear interest, payable quarterly or, if earlier, at the end of any interest period, at the Company's option at either (a) the base rate (as defined in the credit agreement), or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company's debt. The base rate is the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurocurrency Rate plus 1.00%. The Eurocurrency margin as of October 3, 2021 was 101.5 basis points. The weighted average Eurocurrency interest rate as of October 3, 2021 was 0.02%, resulting in a weighted average effective Eurocurrency Rate, including the margin, of 1.03%, which was the interest applicable to the borrowings outstanding as of October 3, 2021. The credit agreement for the new facility contains customary affirmative, negative and financial covenants and events of default. The financial covenants include a debt-to-capital ratio that remains applicable for so long as the Company's debt is rated as investment grade. In the event that the Company's debt is not rated as investment grade, the debt-to-capital ratio covenant is replaced with leverage ratio and interest coverage ratio covenants.

Unsecured Term Loan Credit Facility. The Company entered into an unsecured delayed draw term loan credit facility on August 11, 2021 that provided for $500.0 million of term loans available through the earlier of (i) the consummation of the Company's acquisition of BioLegend (with such transaction acquiring BioLegend being the “Acquisition”) and (ii) the date that is five (5) business days after October 25, 2021, and as could be extended through January 31, 2022 in the event that the outside date under the definitive agreement with respect to the Acquisition was extended. On September 16, 2021, the Company borrowed the full $500.0 million from the term loan facility and used the proceeds to partially fund the Acquisition. The interest rates under the senior unsecured term loan credit facility are at either (a) the base rate, as described in the credit agreement, or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company’s debt. The base rate is the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurocurrency Rate plus 1.00%. The Eurocurrency margin as of October 3, 2021 was 113.0 basis points. The weighted average Eurocurrency interest rate as of October 3, 2021 was 0.08%, resulting in a weighted average effective Eurocurrency Rate, including the margin, of 1.21%, which was the interest applicable to the borrowings outstanding as of October 3, 2021. The credit agreement for the facility contains customary affirmative, negative and financial covenants and events of defaults which are substantially similar to those contained in the senior unsecured revolving credit facility.

0.550% Senior Unsecured Notes due in 2023. On September 10, 2021, the Company issued $500.0 million aggregate principal amount of senior unsecured notes due in 2023 (the "2023 Notes”) in a registered public offering and received $499.8 million of net proceeds from the issuance. The 2023 Notes were issued at 99.964% of the principal amount, which resulted in a discount of $0.2 million. The 2023 Notes mature in September 2023 and bear interest at an annual rate of 0.550%. Interest on the 2023 Notes is payable semi-annually on March 15th and September 15th each year. The Company may not redeem the 2023 Notes prior to September 15, 2022. On or after September 15, 2022 (twelve months prior to their maturity date), the Company may redeem the 2023 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the 2023 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the 2023 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of repurchase.

0.850% Senior Unsecured Notes due in 2024. On September 10, 2021, the Company issued $800.0 million aggregate principal amount of senior unsecured notes due in 2024 (the "2024 Notes”) in a registered public offering and received $799.5 million of net proceeds from the issuance. The 2024 Notes were issued at 99.938% of the principal amount, which resulted in a discount of $0.5 million. The 2024 Notes mature in September 2024 and bear interest at an annual rate of 0.850%. Interest on the 2024 Notes is payable semi-annually on March 15th and September 15th each year. The Company may not redeem the 2024 Notes prior to September 15, 2022. On or after September 15, 2022 (twenty-four months prior to their maturity date), the Company may redeem the 2024 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the 2024 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the 2024 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of repurchase.

1.900% Senior Unsecured Notes due in 2028. On September 10, 2021, the Company issued $500.0 million aggregate principal amount of senior unsecured notes due in 2028 (the "2028 Notes”) in a registered public offering and received $499.6 million of net proceeds from the issuance. The 2028 Notes were issued at 99.928% of the principal amount, which resulted in a discount of $0.4 million. The 2028 Notes mature in September 2028 and bear interest at an annual rate of 1.900%. Interest on the 2028 Notes is payable semi-annually on March 15th and September 15th each year. On or after July 15, 2028 (two months prior to their maturity date), the Company may redeem the 2028 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the 2028 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase

the 2028 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of repurchase.

2.55% Senior Unsecured Notes due in 2031. On March 8, 2021, the Company issued $400.0 million aggregate principal amount of senior unsecured notes due in 2031 (the "March 2031 Notes”) in a registered public offering and received $399.9 million of net proceeds from the issuance. The March 2031 Notes were issued at 99.965% of the principal amount, which resulted in a discount of $0.1 million. The March 2031 Notes mature in March 2031 and bear interest at an annual rate of 2.55%. Interest on the March 2031 Notes is payable semi-annually on March 15th and September 15th each year. Prior to December 15, 2030 (three months prior to their maturity date), the Company may redeem the March 2031 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to the greater of (1) 100% of the principal amount of the March 2031 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued but unpaid as of the date of redemption) assuming that the March 2031 Notes matured on December 15, 2030, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the indenture governing the March 2031 Notes) plus 15 basis points, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. At any time on or after December 15, 2030, the Company may redeem the March 2031 Notes, in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the March 2031 Notes due to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the March 2031 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the March 2031 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

2.250% Senior Unsecured Notes due in 2031. On September 10, 2021, the Company issued $500.0 million aggregate principal amount of senior unsecured notes due in September 2031 (the "September 2031 Notes”) in a registered public offering and received $498.5 million of net proceeds from the issuance. The September 2031 Notes were issued at 99.697% of the principal amount, which resulted in a discount of $1.5 million. The September 2031 Notes mature in September 2031 and bear interest at an annual rate of 2.250%. Interest on the September 2031 Notes is payable semi-annually on March 15th and September 15th each year. On or after June 15, 2031 (three months prior to their maturity date), the Company may redeem the September 2031 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount of the September 2031 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the September 2031 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the September 2031 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of repurchase.

3.625% Senior Unsecured Notes due in 2051. On March 8, 2021, the Company issued $400.0 million aggregate principal amount of senior unsecured notes due in 2051 (the "2051 Notes”) in a registered public offering and received $400.00 million of net proceeds from the issuance. The 2051 Notes were issued at 99.999% of the principal amount, which resulted in a discount of $4,000. The 2051 Notes mature in March 2051 and bear interest at an annual rate of 3.625%. Interest on the 2051 Notes is payable semi-annually on March 15th and September 15th each year. Prior to September 15, 2050 (six months prior to their maturity date), the Company may redeem the 2051 Notes in whole at any time or in part from time to time, at its option, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2051 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued but unpaid as of the date of redemption) assuming that the 2051 Notes matured on September 15, 2050, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the indenture governing the 2051 Notes) plus 20 basis points, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. At any time on or after September 15, 2050, the Company may redeem the 2051 Notes, in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the 2051 Notes due to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indenture governing the 2051 Notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the 2051 Notes at a price equal to 101% of their principal amount plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.