Borrowings
The components of borrowings were as follows:
| | | | | | | | | | | |
| (In millions) | December 28, 2025 | | December 29, 2024 |
| Term Loan A | $ | 1,150.0 | | | $ | 2,282.7 | |
| Term Loan B | 1,450.0 | | | — | |
| Revolving Credit Facility | 80.0 | | | 198.0 | |
| Financing lease obligation | 1.6 | | | 7.9 | |
| Other short-term borrowings | 3.0 | | | — | |
Other long-term borrowings (1) | 13.1 | | | — | |
| Unamortized deferred financing costs | (19.6) | | | (5.5) | |
| Unamortized original issue discount | (27.9) | | | — | |
| Total borrowings | 2,650.2 | | | 2,483.1 | |
| Less: current portion | (178.3) | | | (341.8) | |
| Long-term borrowings | $ | 2,471.9 | | | $ | 2,141.3 | |
(1)Includes proceeds received from a three-year lease arrangement in India, whereby the Company will sell its instruments placed at customer locations under a reagent rental agreement. The transaction did not qualify as a sale and is accounted for as a financing arrangement.
On August 21, 2025 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender (“Bank of America”), and the other lenders and L/C issuers party thereto (together with Bank of America, the “Lenders”). Pursuant to the Credit Agreement, the Lenders provided the Company with (i) a $1.15 billion senior secured term loan A facility (the “Term Loan A”), (ii) a $100.0 million senior secured delayed draw term loan A facility (the “DDTL Term Loan A”; together with the Term Loan A, the “Term Loan A Facilities”), (iii) a $1.45 billion senior secured term loan B facility (the “Term Loan B”; collectively with the Term Loan A Facilities, the “Term Loans”) and (iv) a $700.0 million revolving credit facility (the “Revolving Credit Facility”; together with the Term Loans, the “Financing”). The Financing is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets. Loans under the Credit Agreement will bear interest at a rate equal to the Term SOFR, plus the Applicable Rate, or Base Rate, plus the Applicable Rate (each as defined in the Credit Agreement). On the Closing Date, the Company borrowed the entire amount of the Term Loan A and the Term Loan B, and the effective interest rates as of December 28, 2025 were 6.87% and 8.43%, respectively. The weighted average effective interest rate on aggregate Term Loans, net of interest rate swaps, as of December 28, 2025 was 7.03%. During the fiscal year ended 2025, the Company recorded a $5.1 million loss on extinguishment in connection with the Financing, representing the difference between the reacquisition value and the net carrying value of the extinguished debt.
The Company used the proceeds of the Term Loan A and the Term Loan B, along with its cash on hand, to (i) repay the remaining $2,213.9 million and $490.0 million owed under the previous term loan and previous revolving credit facility,
respectively, under the Prior Credit Agreement, which was terminated upon such repayment, including principal, accrued interest and outstanding fees and (ii) pay the fees and expenses incurred in connection with the Financing.
In connection with the Credit Agreement, the Company incurred (i) $24.8 million of debt issuance costs, of which $6.1 million was related to Term Loan A, $15.0 million was related to the Term Loan B and $3.7 million was related to the Revolving Credit Facility and (ii) $29.0 million of an original issue discount on the Term Loan B. Issuance costs and the discount were recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of Interest expense, net over the life of the Term Loans. Debt issuance costs related to the Revolving Credit Facility were recorded as Other assets and are amortized on a straight-line basis over the term of the Revolving Credit Facility.
Availability under the Revolving Credit Facility, after deducting letters of credit of $23.4 million and $80.0 million borrowings outstanding, was $596.6 million as of December 28, 2025. During fiscal year ended 2025, the Company borrowed $554.0 million and made $672.0 million in payments on the Revolving Credit Facility.
The Term Loans are subject to quarterly amortization at a quarterly rate of 1.25% and 0.25% of the aggregate initial principal amount of the Term A Loan and the Term B loan, respectively, as are set forth in the Credit Agreement. The Term Loan A Facilities and the Revolving Credit Facility will mature on August 21, 2030, and the Term Loan B will mature on August 21, 2032. The Company must prepay loans outstanding under the Credit Agreement in an amount equal to the Net Cash Proceeds (as defined in the Credit Agreement) from (i) certain property dispositions and (ii) the receipt of certain other amounts not in the ordinary course of business, such as certain insurance proceeds and condemnation awards, in each case, if not reinvested within a specified time period as contemplated in the Credit Agreement.
The Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature. The negative covenants include, among other matters, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates. The Credit Agreement contains two financial covenants: (i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter of (a) 4.50 to 1.00 for each fiscal quarter in the first three years following the Closing Date and (b) 4.25 to 1.00 for each fiscal quarter thereafter; and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters. The Company was in compliance with the financial covenants as of December 28, 2025.
The estimated fair value of the Company’s borrowings under the Term Loans was $2,563.5 million at December 28, 2025, compared to the carrying amount, excluding debt issuance costs, of $2,600.0 million. The estimated fair value of the Company’s borrowings under the previous term loan under the Prior Credit Agreement was $2,254.2 million at December 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $2,282.7 million. The estimate of fair value is generally based on the quoted market prices for similar issuances of long-term debt with the same maturities, which is classified as a Level 2 input.
The following table provides the detailed amounts within Interest expense, net for fiscal years ended 2025, 2024 and 2023:
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| (In millions) | 2025 | | 2024 | | 2023 |
| Term Loan A | $ | 120.9 | | | $ | 171.9 | | | $ | 175.6 | |
| Term Loan B | 42.4 | | | — | | | — | |
| Revolving Credit Facility | 19.8 | | | 16.4 | | | 3.3 | |
| Amortization of deferred financing costs | 3.6 | | | 3.2 | | | 3.3 | |
| Amortization of original issue discount | 1.1 | | | — | | | — | |
| Derivative instruments and other | (8.0) | | | (25.4) | | | (29.1) | |
| Interest income | (2.2) | | | (2.6) | | | (5.5) | |
| Interest expense, net | $ | 177.6 | | | $ | 163.5 | | | $ | 147.6 | |
The following table provides a schedule of required future repayments of all borrowings outstanding as of December 28, 2025:
| | | | | |
| (In millions) | |
| 2026 | $ | 178.3 | |
| 2027 | 76.3 | |
| 2028 | 77.2 | |
| 2029 | 54.0 | |
| 2030 | 934.5 | |
| Thereafter | 1,377.4 | |
| Total | $ | 2,697.7 | |