Debt

9 Months Ended

Sep. 29, 2024

Debt Disclosure [Abstract]

Debt

Debt

Details of the Company’s debt at September 29, 2024 and December 31, 2023 are as follows:

	September 29, 2024		December 31, 2023
Commercial paper	$	33,983	$	—
Syndicated term loan due August 2028	497,510		572,025
1.800% notes due February 2025	399,734		399,149
4.450% notes due September 2026	496,358		—
2.250% notes due February 2027	298,800		298,421
4.600% notes due September 2029	594,184		—
3.125% notes due May 2030	596,812		596,480
2.850% notes due February 2032	496,169		495,785
5.000% notes due September 2034	689,490		—
5.750% notes due November 2040	536,274		536,246
Other foreign denominated debt	68,100		78,800
Finance lease obligations	84,220		88,994
Other debt	10,514		17,100
Total debt	4,802,148		3,083,000
Less current portion and short-term notes	(481,706)		(47,132)
Long-term debt	$	4,320,442	$	3,035,868

On May 3, 2024, the Company entered into an Amended and Restated Credit Agreement (the “Agreement”) to extend the maturity and make certain other changes to the terms under the Company’s existing five-year credit agreement dated June 21, 2021. The Agreement increases the commitments under the Company’s revolving credit facility by $350,000 to $1,250,000 and extends the maturity date to May 3, 2029. The Company also increased its $500,000 commercial paper program by $750,000 to $1,250,000. The commercial paper program will continue to be supported by the revolving credit facility. At September 29, 2024, the Company had $33,983 in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at September 29, 2024 was $1,216,017.

On July 12, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Term Credit Agreement”). The Term Credit Agreement provides the Company with the ability to borrow up to $700,000 on an unsecured basis (the “Term Loan Facility”) to finance a portion of the cash consideration for the Company’s pending acquisition of Eviosys. Funding of the Term Loan Facility is expected to take place substantially concurrently with the closing of the acquisition of Eviosys. Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on the second anniversary of the Funding Date (as defined in the Term Credit Agreement) and will bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking Secured Overnight Financing Rate term rate (such borrowings, “Term SOFR Loans”), (ii) a base rate, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings and, in the of case of Term SOFR Loans, an adjustment of 10 basis points. As of September 29, 2024, no draws have been made under the Term Loan Facility.

On September 16, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “364-Day Term Credit Agreement”). The 364-Day Term Credit Agreement provides the Company with the ability to borrow up to $1,500,000 on an unsecured basis (the “364-Day Term Loan Facility”) to finance a portion of the cash consideration for the Company’s pending acquisition of Eviosys. Funding of the 364-Day Term Loan Facility is expected to take place substantially concurrently with the closing of the Eviosys acquisition. Borrowings under the 364-Day Term Loan Facility will bear interest under the same terms as the Term Loan Facility and will become payable in full 364 days following the funding date.

On September 19, 2024, the Company completed a registered public offering of senior unsecured notes (the “Notes”) in a combined aggregate principal amount of $1,800,000. The Notes consisted of the following:

	Principal Amount		Issuance Costs and Discounts		Net Proceeds		Interest Rate	Maturity
2026 Notes	$	500,000	(3,697)		$	496,303	4.450%	September 1, 2026
2029 Notes	600,000		(5,851)		594,149		4.600%	September 1, 2029
2034 Notes	700,000		(10,542)		689,458		5.000%	September 1, 2034
Total	$	1,800,000	$	(20,090)	$	1,779,910

The Company intends to use an amount equal to the net proceeds from the offering of the Notes, together with borrowings under its Term Loan Facility and 364-Day Term Loan Facility and, if needed, cash on hand or additional borrowings under its existing revolving credit facility, to fund the cash consideration payable by the Company in connection with the Company’s pending acquisition of Eviosys and to pay related fees and expenses.

In conjunction with the announcement of the acquisition of Eviosys, the Company entered into a commitment letter with certain financial institutions that provided for a 364-day senior unsecured bridge term loan facility (the “Bridge Loan Facility”) on June 22, 2024 in an aggregate amount of up to $4,000,000 to secure funding of the acquisition. As a result of obtaining financing for the Eviosys acquisition through the Term Loan Facility, the 364-Day Term Loan Facility, and the Notes, the Company terminated the commitments under the Bridge Loan Facility and the related commitment letter effective September 19, 2024. Fees related to the Bridge Loan Facility of $18,578 and $19,000 were amortized to interest expense during the three- and nine-month periods ended September 29, 2024.

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements. As of September 29, 2024, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.