Debt | Debt: The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): April 1, December 31, March 26, 1.75% Senior Notes $ 650.0 $ 650.0 $ 650.0 3.70% Senior Notes (a) 150.0 150.0 150.0 Senior credit facilities: November 2020 Term Loan — — 200.0 Revolving Credit Facility (b) 815.0 378.0 — Total outstanding borrowings 1,615.0 1,178.0 1,000.0 Less: unamortized debt discounts and issuance costs (13.4) (13.9) (13.1) Total debt 1,601.6 1,164.1 986.9 Less: current portion of long-term debt — — — Long-term debt $ 1,601.6 $ 1,164.1 $ 986.9 Outstanding letters of credit $ 58.4 $ 52.6 $ 52.8 (a) Also referred to herein as the “Note Purchase Facility,” referring to the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, PGIM, Inc. and the noteholders party thereto, as amended through November 2, 2022, under which the notes were purchased. (b) Outstanding balances as of April 1, 2023 and December 31, 2022 represent amounts drawn under the credit facility (the “2022 Senior Credit Facility”) entered into on September 30, 2022. Borrowings under the Company's Revolving Credit Facility bore interest either at the bank’s base rate (8.000% at April 1, 2023) plus an additional amount ranging from 0.000% to 0.250% (0.000% at April 1, 2023) or at adjusted Secured Overnight Financing Rate (4.802% at April 1, 2023) plus an additional amount ranging from 0.750% to 1.250% (1.000% at April 1, 2023), adjusted based on the Company's public credit ratings. The Company was also required to pay, quarterly in arrears, a commitment fee related to unused capacity on the Revolving Credit Facility ranging from 0.080% to 0.150% per annum (0.100% at April 1, 2023), adjusted based on the Company's public credit ratings. The Company has entered into an interest rate swap agreement in order to hedge its exposure to variable rate interest payments associated with its debt. The interest rate swap agreement will mature on March 18, 2025, and the notional amount of the agreement is fixed at $200.0 million. Covenants and Default Provisions of the Debt Agreements As of April 1, 2023, the 2022 Senior Credit Facility and the Note Purchase Facility (collectively, the “Debt Agreements”) required quarterly compliance with respect to two material covenants: a fixed charge coverage ratio and a leverage ratio. Both ratios are calculated on a trailing twelve-month basis at the end of each fiscal quarter. The fixed charge coverage ratio compares earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent expense (“consolidated EBITDAR”) to the sum of interest paid and rental expense (excluding any straight-line rent adjustments). The fixed charge coverage ratio was required to be greater than or equal to 2.00 to 1.00 as of the last day of each fiscal quarter. The leverage ratio compares total funded debt to consolidated EBITDAR. The leverage ratio was required to be less than or equal to 4.00 to 1.00 as of the last day of each fiscal quarter. The Debt Agreements also contain certain other restrictions regarding additional subsidiary indebtedness, business operations, subsidiary guarantees, mergers, consolidations and sales of assets, transactions with subsidiaries or affiliates, and liens. As of April 1, 2023, the Company was in compliance with all debt covenants. The Debt Agreements contain customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, material judgments, certain ERISA events, and invalidity of loan documents. Upon certain changes of control, amounts outstanding under the Debt Agreements could become due and payable. In addition, under the Note Purchase Facility, upon an event of default or change of control, a whole payment may become due and payable. The Note Purchase Facility also requires that, in the event the Company amends its 2022 Senior Credit Facility, or any subsequent credit facility of $100 million or greater, such that it contains covenant or default provisions that are not provided in the Note Purchase Facility or that are similar to those contained in the Note Purchase Facility but which contain percentages, amounts, formulas, or grace periods that are more restrictive than those set forth in the Note Purchase Facility or are otherwise more beneficial to the lenders thereunder, the Note Purchase Facility shall be automatically amended to include such additional or amended covenants and/or default provisions. |