XML 64 R16.htm IDEA: XBRL DOCUMENT v3.22.2.2
DEBT AND BANK CREDIT FACILITIES
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
DEBT AND BANK CREDIT FACILITIES DEBT AND BANK CREDIT FACILITIES
The following table presents the Company’s indebtedness as of September 30, 2022 and January 1, 2022 (in millions):
September 30, 2022January 1, 2022
Term Facility$543.1 $620.0 
Senior Notes500.0 — 
Land Term Facility486.8 486.8 
Multicurrency Revolving Facility600.0 736.7 
Other74.5 78.7 
Less: Debt Issuance Costs(8.5)(3.7)
Total2,195.9 1,918.5 
Less: Current Maturities30.7 4.9 
Long-Term Debt$2,165.2 $1,913.6 
Credit Agreement
On March 28, 2022, the Company entered into a Second Amended and Restated Credit Agreement with the Company's lenders (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein. The Credit Agreement (i) replaces in its entirety the Amended and Restated Credit Agreement, dated as of August 27, 2018, as amended by that First Amendment, dated March 17, 2021, among the Company and other parties thereto and (ii) amends and restates in its entirety the Amended and Restated Credit Agreement, dated as of October 4, 2021, among Land and the other parties thereto (collectively, the “Former Credit Agreements”).

The Credit Agreement provides for, among other things, an extension of the maturity date of the revolving credit facility and term loans provided under the Former Credit Agreements. The credit facilities extended under the Credit Agreement consist of (i) an unsecured term loan facility in the initial principal amount of up to $550,000,000, maturing on March 28, 2027 (the "Term Facility"); (ii) an unsecured term loan facility in the initial principal amount of $486,827,669, under which Land remains the sole borrower, maturing on March 28, 2027 (the "Land Term Facility"); and (iii) an unsecured revolving loan in the initial principal amount of up to $1,000,000,000, maturing on March 28, 2027 (the "Multicurrency Revolving Facility"). Interest for benchmark rate loans is calculated based on a SOFR benchmark rate, plus a margin spread to be adjusted quarterly based on the Company’s funded debt to EBITDA ratio. The Credit Agreement is subject to customary and market provisions. The subsidiaries of the Company that provided a guaranty of the Company's and Land's obligations under the Former Credit Agreement also entered into subsidiary guaranty agreements with respect to the obligations under the Credit Agreement.

The Term Facility was drawn in full on March 28, 2022 to refinance the Former Credit Agreements, pay fees, costs, and other expenses incurred therewith, to fund working capital needs and for general corporate purposes of the Company and its subsidiaries. The Term Facility requires quarterly amortization at 5.0% per annum, unless previously prepaid. Per the terms of the Credit Agreement, prepayments can be made without penalty and be applied to the next payment due.

The weighted average interest rate on the Term Facility for the three months ended September 30, 2022 and October 2, 2021 was 3.4% and 1.3%, respectively. The weighted average interest rate on the Term Facility for the nine months ended September 30, 2022 and October 2, 2021 was 2.2% and 1.4%, respectively. The Credit Agreement requires that the Company prepay the loans under the Term Facility with 100% of the net cash proceeds received from specified asset sales and borrowed money indebtedness, subject to certain exceptions.
At September 30, 2022, the Company had $600.0 million of borrowings under the Multicurrency Revolving Facility, $0.2 million of standby letters of credit issued under the facility, and $399.8 million of available borrowing capacity. For the three months ended September 30, 2022 and October 2, 2021 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $600.5 million and $106.5 million, respectively, and the weighted average interest rate was 3.5% and 1.3%, respectively. For the nine months ended September 30, 2022 and October 2, 2021 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $719.0 million and $38.8 million, respectively, and the weighted average interest rate was 2.2% and 1.4%, respectively. The Company pays a non-use fee on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.

As of September 30, 2022, the Company had $486.8 million of borrowings under the Land Term Facility. The Land Term Facility has no required amortization. The weighted average interest rate on the Land Term Facility for three months ended September 30, 2022 was 3.5%. The weighted average interest rate on the Land Term Facility for nine months ended September 30, 2022 was 2.3%.
Senior Notes
On April 7, 2022, the Company entered into a Note Purchase Agreement with certain institutional accredited investors (the "Note Purchase Agreement") for the issuance and sale of $500,000,000 aggregate principal amount of 3.90% senior notes due April 7, 2032 (the "Senior Notes"), in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Company used the net proceeds from the offering for general corporate purposes.

The Note Purchase Agreement is subject to customary and market provisions. The subsidiaries of the Company that provided a guaranty of the Company’s and Land’s obligations under the Credit Agreement also entered into subsidiary guaranty agreements with respect to the obligations under the Note Purchase Agreement. The Company may, at its option, prepay at any time all, or from time to time any part of, the Senior Notes, subject to a make-whole amount and certain other restrictions set forth in the Note Purchase Agreement.
Compliance with Financial Covenants
The Credit Agreement requires the Company to meet specified financial ratios and to satisfy certain financial condition tests. The Note Purchase Agreement contains financial covenants consistent with the financial covenants in the Credit Agreement. The Company was in compliance with all financial covenants contained in the Credit Agreement and Note Purchase Agreement as of September 30, 2022.
Other Notes Payable

At September 30, 2022, other notes payable of approximately $74.5 million were outstanding with a weighted average interest rate of 5.1%. At January 1, 2022, other notes payable of approximately $78.7 million were outstanding with a weighted average rate of 5.2%.

Other Disclosures

Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note 14), the approximate fair value of the Company's total debt was $2,128.7 million and $1,918.5 million as of September 30, 2022 and January 1, 2022, respectively.