XML 121 R20.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
DEBT
12 Months Ended
Dec. 28, 2019
Debt Disclosure [Abstract]  
DEBT

NOTE 11. DEBT

Debt consists of the following:

 

 

 

December 28,

 

 

December 29,

 

(In millions)

 

2019

 

 

2018

 

Recourse debt:

 

 

 

 

 

 

 

 

Short-term borrowings and current maturities of long-term debt:

 

 

 

 

 

 

 

 

Finance lease obligations

 

$

19

 

 

$

17

 

Other current maturities of long-term debt

 

 

87

 

 

 

78

 

Total

 

$

106

 

 

$

95

 

Long-term debt, net of current maturities:

 

 

 

 

 

 

 

 

Term Loan, due 2022

 

$

331

 

 

$

406

 

Unamortized debt issuance cost and discount

 

 

(13

)

 

 

(19

)

Term Loan, due 2022, net

 

 

318

 

 

 

387

 

Revenue bonds, due in varying amounts periodically through 2029

 

 

176

 

 

 

186

 

American & Foreign Power Company, Inc. 5% debentures, due 2030

 

 

15

 

 

 

14

 

Finance lease obligations

 

 

58

 

 

 

55

 

Other financing obligations

 

 

8

 

 

 

48

 

Total

 

$

575

 

 

$

690

 

Non-recourse debt — Timber notes:

 

 

 

 

 

 

 

 

Non-recourse debt, current maturities:

 

 

 

 

 

 

 

 

Bridge Loan, due 2020 — Refer to Note 10

 

$

735

 

 

$

 

Non-recourse debt:

 

 

 

 

 

 

 

 

5.42% Securitization Notes, due 2019 — Refer to Note 10

 

 

 

 

 

735

 

Unamortized premium

 

 

 

 

 

19

 

Total

 

$

735

 

 

$

754

 

The Company was in compliance with all applicable financial covenants of existing loan agreements at December 28, 2019.

AMENDED CREDIT AGREEMENT

On May 25, 2011, the Company entered into an Amended and Restated Credit Agreement with a group of lenders. Additional amendments to the Amended and Restated Credit Agreement have been entered into and were effective February 2012, March 2013, November 2013, May 2015, May 2016, December 2016, and November 2017 (the Amended and Restated Credit Agreement including all amendments is referred to as the “Amended Credit Agreement”). The Amended Credit Agreement provides for an asset based, multi-currency revolving credit facility of up to $1.2 billion (the “Facility”). The Amended Credit Agreement also provides that the Facility may be increased by up to $250 million, subject to certain terms and conditions, including obtaining increased commitments from existing or new lenders. The amount that can be drawn on the Facility at any given time is determined based on percentages of certain accounts receivable, inventory and credit card receivables (the “Borrowing Base”). The Facility includes a sub-facility of up to $200 million which is available to the Company and certain of the Company’s Canadian subsidiaries. Certain of the Company’s domestic subsidiaries guarantee the obligations under the Facility (the “Domestic Guarantors”). The Amended Credit Agreement also provides for a letter of credit sub-facility of up to $400 million, as well as a swingline loan sub-facility of up to $125 million to the Company. All loans borrowed under the Facility may be borrowed, repaid and reborrowed from time to time until the maturity date of May 13, 2021 as provided in the Amended Credit Agreement.

All amounts borrowed under the Facility, as well as the obligations of the Domestic Guarantors, are secured by a first priority lien on the Company’s and such Domestic Guarantors’ accounts receivables, inventory, cash, cash equivalents and deposit. At the Company’s option, borrowings made pursuant to the Facility bear interest at either, (i) the alternate base rate (defined as the higher of the Prime Rate (as announced by the Agent), the Federal Funds Rate plus 1/2 of 1% and the one month Adjusted LIBOR (defined below) and 1%) or (ii) the Adjusted LIBOR (defined as the LIBOR as adjusted for statutory reserves) plus, in either case, a certain margin based on the aggregate average availability under the Facility.

The Amended Credit Agreement contains representations, warranties, affirmative and negative covenants, and default provisions which are conditions precedent to borrowing. The most significant of these covenants and default provisions include limitations in certain circumstances on acquisitions, dispositions, share repurchases and the payment of cash dividends.

The Facility also includes provisions whereby if the global availability is less than $150 million, the Company’s cash collections go first to the agent to satisfy outstanding borrowings. Further, if total availability falls below $125 million, a fixed charge coverage ratio test is required. Any event of default that is not cured within the permitted period, including non-payment of amounts when due, any debt in excess of $25 million becoming due before the scheduled maturity date, or the acquisition of more than 40% of the ownership of the Company by any person or group, within the meaning of the Securities and Exchange Act of 1934, could result in a termination of the Facility and all amounts outstanding becoming immediately due and payable.

At December 28, 2019, the Company had $920 million of available credit under the Facility based on the December 2019 Borrowing Base certificate. At December 28, 2019, no amounts were outstanding under the Facility. Letters of credit outstanding under the Facility totaled $65 million. There were no borrowings under the Facility during 2019.

TERM LOAN

In connection with the consummation of the acquisition of CompuCom, the Company entered into a credit agreement, dated as of November 8, 2017 (the “Term Loan Credit Agreement”), which provides for a $750 million term loan facility with a maturity date of November 8, 2022. The loans under the Term Loan Credit Agreement were issued with an original issue discount, at an issue price of 97.00%, and the Company incurred approximately $12 million of debt issuance costs. The loans under the Term Loan Credit Agreement incurred interest at a rate per annum equal to LIBOR plus 7.00% (or an alternative base rate plus 6.00%). The net proceeds of the loans under the Term Loan Credit Agreement were used to refinance certain indebtedness of CompuCom and to pay fees and expenses in connection with the acquisition of CompuCom and the related transactions.

On November 21, 2018, the Company entered into the First Amendment (the “First Amendment”) to the Term Loan Credit Agreement to reduce the applicable interest rate from LIBOR plus 7.00% to LIBOR plus 5.25%. All other material provisions of the Term Loan Credit Agreement remain unchanged. In connection with the applicable interest rate reduction, the Company also made a voluntary repayment under the Term Loan Credit Agreement in the amount of $194 million. As a result, the Company recognized a $15 million loss on modification of debt, which consisted of the 1.00% prepayment premium and the write-off of unamortized deferred financing costs and original issue discount in an amount proportional to the term loan repaid.

The Term Loan Credit Agreement is fully and unconditionally guaranteed by substantially all of the Company’s direct and indirect U.S. subsidiaries, including CompuCom and substantially all of its U.S. subsidiaries, subject to certain exceptions (collectively, the “Guarantors”). The obligations under the Term Loan Credit Agreement are secured by a security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. Pursuant to an intercreditor agreement, the lenders and other secured parties under the Term Loan Credit Agreement have a first priority lien on certain assets constituting term priority collateral, and a second priority lien on certain assets constituting priority collateral for the Amended Credit Agreement.

The loans under the Term Loan Credit Agreement amortize quarterly beginning March 15, 2018 at the rate of approximately $19 million per quarter, with the balance payable at maturity. The Term Loan Credit Agreement also requires mandatory prepayments in connection with certain asset sales as well as potential additional mandatory prepayments from specified percentages of the Company’s excess cash flow, subject to certain exceptions.

 

The Term Loan Credit Agreement contains representations and warranties, events of default, and affirmative and negative covenants that are customary for similar financings and which include, among other things and subject to certain significant exceptions, restrictions on the ability to declare or pay dividends, repurchase common stock, create liens, incur additional indebtedness, make investments, dispose of assets, and merge or consolidate with any other person. In addition, a minimum liquidity maintenance covenant, requiring the Company and its restricted subsidiaries to retain unrestricted cash, cash equivalents, and availability under the Company’s Amended Credit Agreement in an aggregate amount of at least $400 million, will apply at any time that the Company’s senior secured leverage ratio under the agreement is greater than 1.50:1.00 as calculated quarterly. At December 28, 2019, the Company’s senior secured leverage ratio was 0.69:1.00 and the Company was in compliance with the agreement.

 

OTHER SHORT- AND LONG-TERM DEBT

As a result of the OfficeMax merger, the Company assumed the liability for the amounts in the table above related to the (i) Revenue bonds, due in varying amounts periodically through 2029, and (ii) American & Foreign Power Company, Inc. 5% debentures, due 2030. Also, the Company has finance lease obligations which relate to buildings and equipment, and various other financing obligations for the amounts included in the table above.

 SCHEDULE OF DEBT MATURITIES

Aggregate annual maturities of recourse debt, finance lease, and other financing obligations are as follows:

 

(In millions)

 

 

 

 

2020

 

$

110

 

2021

 

 

99

 

2022

 

 

297

 

2023

 

 

94

 

2024

 

 

8

 

Thereafter

 

 

99

 

Total

 

 

707

 

Less interest on finance leases

 

 

(13

)

Total

 

 

694

 

Less:

 

 

 

 

Current portion

 

 

(106

)

Unamortized debt issuance cost and discount

 

 

(13

)

Total long-term debt

 

$

575

 

NON-RECOURSE DEBT

Refer to Note 10 for further information on non-recourse debt.