Long-Term Debt and Other Borrowing Arrangements

6 Months Ended

Jun. 28, 2020

Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt were as follows:


	June 28, 2020		December 31, 2019

	(In thousands)
Revolving credit agreement due 2022	$	90,000	$	—
Senior subordinated notes:
3.875% Senior subordinated notes due 2028	394,660		392,910
3.375% Senior subordinated notes due 2027	507,420		505,170
4.125% Senior subordinated notes due 2026	225,520		224,520
2.875% Senior subordinated notes due 2025	338,280		336,780
Total senior subordinated notes	1,465,880		1,459,380

Total gross long-term debt	1,555,880		1,459,380
Less unamortized debt issuance costs	(18,513)		(19,896)
Long-term debt	$	1,537,367	$	1,439,484

Revolving Credit Agreement due 2022

Our Revolving Credit Agreement provides a $400.0 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25%-1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.25%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant.

Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, we borrowed $190.0 million and subsequently repaid $100.0 million on our Revolver during the second quarter. We also paid approximately $0.2 million of fees associated with the draw down on our Revolver, which is being amortized over the contractual term of the Revolver Credit Agreement using the effective interest method. As of June 28, 2020, we had $90.0 million of borrowings outstanding on the Revolver, and our available borrowing capacity was $177.8 million.

Senior Subordinated Notes

We have outstanding €350.0 million aggregate principal amount of 3.875% senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of June 28, 2020 is $394.7 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2027, 2026, and 2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

We have outstanding €450.0 million aggregate principal amount of 3.375% senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of June 28, 2020 is $507.4 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2026, and 2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.

We have outstanding €200.0 million aggregate principal amount of 4.125% senior subordinated notes due 2026 (the 2026 Notes). The carrying value of the 2026 Notes as of June 28, 2020 is $225.5 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2025 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on April 15 and October 15 of each year.

We have outstanding €300.0 million aggregate principal amount of 2.875% senior subordinated notes due 2025 (the 2025 Notes). The carrying value of the 2025 Notes as of June 28, 2020 is $338.3 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2026 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of June 28, 2020 was approximately $1,414.2 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a carrying value of $1,465.9 million as of June 28, 2020. The carrying value of our revolver borrowings approximates fair value.