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SUBSEQUENT EVENTS
3 Months Ended
Apr. 03, 2021
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
Debt Refinancing
In connection with the debt refinancing transactions described below, we incurred costs of approximately $3.5 million during the three months ended April 3, 2021, of which $3.0 million are associated with the modification/extinguishment of the debt instruments that would not qualify for capitalization upon completion of the debt refinancing transactions on April 15, 2021. As such, these non-capitalizable costs are recorded in selling, general and administrative expenses in the consolidated statement of operations for the three months ended April 3, 2021.
Cash Flow Credit Agreement
On April 15, 2021, the Company entered into a Second Amendment to Cash Flow Credit Agreement (the “Second Amendment"), among the Company, the several banks and other financial institutions party thereto (the "Cash Flow Lenders") and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Cash Flow Agent”), which amended the Cash Flow Credit Agreement to, among other things:
Terminate $92.0 million of commitments by Cash Flow Lenders under the Company’s cash flow-based revolving credit facility of up to $115.0 million, maturing on April 12, 2023 (the “Existing Cash Flow Revolver”) and;
Replace such commitments with $92.0 million of extended cash flow-based revolving commitments, maturing on April 12, 2026 (the “Extended Cash Flow Revolver” and together with the Existing Cash Flow Revolver, the “Cash Flow Revolver”).
On April 15, 2021, the Company entered into (i) a Third Amendment to Cash Flow Credit Agreement (the “Third Amendment”), among the Company, the subsidiary guarantors parties thereto, the Cash Flow Lenders party thereto and the Cash Flow Agent and (ii) an Increase Supplement (the “Increase Supplement”), between the Company and JPMorgan Chase Bank, N.A., as the increasing lender. The Third Amendment amended the Cash Flow Credit Agreement to, among other things, refinance the Company’s term loan facility in an original aggregate principal amount of $1,755.0 million (the “Existing Term Loan Facility”) with Tranche B Term Loans in an aggregate principal amount of approximately $2,491.6 million, maturing on April 12, 2028. The Increase Supplement supplemented the Cash Flow Credit Agreement to, among other things, increase the aggregate principal amount of the Tranche B Term Loan Facility by approximately $108.4 million (the “Incremental Tranche B Term Loans”), for a total principal amount of $2,600.0 million (the “Tranche B Term Loan Facility” and together with the Cash Flow Revolver, the “Cash Flow Facilities”). Proceeds of the Incremental Tranche B Term Loans were used, together with cash on hand, (i) for the redemption of all of the Existing Notes (as defined below) (the “Senior Notes Redemption”) and (ii) to pay any fees and expenses incurred in connection with the extension and refinancing of the Company’s senior credit facilities and the Senior Notes Redemption.
ABL Credit Agreement
On April 15, 2021, the Company entered into Amendment No. 6 to the ABL Credit Agreement, by and among the Company, the subsidiary borrowers party thereto, the several banks and financial institutions party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, which amended the ABL Credit Agreement in order to, among other things:
Terminate the existing revolving commitments of each of the Extending ABL Credit Lenders (as defined in therein), originally maturing on April 12, 2023 (the “Existing ABL Commitments”); and
Replace the Existing ABL Commitments with an extended revolving commitment of $611.0 million, maturing on April 12, 2026 (the “Extended ABL Commitments”).
Redemption of 8.00% Senior Notes
On April 15, 2021, the Company redeemed the outstanding $645 million aggregate principal amount of the 8.00% Senior Notes for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption is expected to result in a pre-tax loss on extinguishment of debt of $41.8 million during the three and six months ending July 3, 2021, comprising the make-whole premium of $25.8 million and the write-off of $16.0 million in unamortized deferred financing costs.
Interest Rate Swap Agreements
All the following interest rate swap transactions were completed in connection with the debt refinancing transactions on April 15, 2021. The Company terminated two swap contracts on an aggregate notional value of $1.0 billion. These contracts were due to mature in July 2023. The Company entered into two swap contracts (not designated as cash flow hedges) in which the Company will receive a fixed amount from the counterparties to offset an existing swap contract maturing in July 2023 on a notional value of $500 million that was not terminated but was de-designated as a cash flow hedge. The Company also entered into two interest rate swap contracts maturing in April 2026 on an aggregate notional value of $1.5 billion associated with the Tranche B Term Loan Facility and will pay fixed rates to the counterparties. These contracts are designated as cash flow hedges.
Acquisition
On April 30, 2021, the Company acquired Prime Windows LLC (“Prime”). Prime serves residential new construction and repair and remodel markets with energy efficient vinyl window and door products from two manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through borrowings under the Company’s existing credit facilities. We are in the process of allocating the purchase price to identifiable assets and liabilities. The Company expects Prime’s results to be reported within the Windows segment.