Advance Auto Parts 2004 Annual Report Download - page 45
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Please find page 45 of the 2004 Advance Auto Parts annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.AdvanceAutoParts,Inc.andSubsidiaries
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Theinterestratesonthe trancheAand B termloans,
the delayed term loan and the revolver are based, at the
Company’soption,onanadjustedLIBORrate,plusamar-
gin, or an alternate base rate, plus a margin. The initial
marginforthetrancheAtermloanandrevolveris1.50%
and 0.50% perannumfor theadjustedLIBOR and alter-
natebaserateborrowings,respectively.Theinitialmargin
forthe tranche Bloanand thedelayed drawtermloanis
1.75%and0.75%perannumfortheadjustedLIBORand
alternativebaserateborrowings,respectively.Additionally,
a commitment fee of 0.375% per annum will be charged
on the unused portion of the tranche A term loan and
revolver, payable in arrears. A commitment fee of 1.75%
per annum will be charged on the unused portion of the
delayeddrawtermloan,payableinarrears.
Borrowingsundertheseniorcreditfacilityarerequired
tobeprepaid,subjecttocertainexceptions,with(1)50%
of the Excess Cash Flow (as defined in the senior credit
facility) unless the Company’s Senior Leverage Ratio (as
definedintheseniorcreditfacility)attheendofanyfiscal
year is less than or equal to 1.00 to 1.00, in which case
25% of Excess Cash Flow for such fiscal year will be
requiredtoberepaid,(2)100%ofthenetcashproceedsof
all asset sales or other dispositions of property by the
Companyanditssubsidiaries,subjecttocertainexceptions
(includingexceptionsforreinvestmentofcertainassetsale
proceeds within 270 days of such sale and certain sale-
leasebacktransactions),and(3)100%ofthenetproceeds
ofcertainissuancesofdebtorequitybytheCompanyand
itssubsidiaries.
Voluntaryprepaymentsandvoluntaryreductionsofthe
unutilizedportionoftherevolverarepermittedinwholeor
in part, at the Company’s option, in minimum principal
amountsspecifiedintheseniorcreditfacility,withoutpre-
miumorpenalty,subjecttoreimbursementofthelenders’
redeploymentcostsinthecaseofaprepaymentofadjusted
LIBORborrowingsotherthanonthelastdayoftherele-
vantinterestperiod.Voluntaryprepaymentswill(1)gener-
ally be allocated among the facilities on a pro rata basis
(based on the then outstanding principal amount of the
loansundereachfacility)and(2)withineachsuchfacility,
be applied to the installments under the amortization
schedulewithinthefollowing12monthsundersuchfacil-
ity until eliminated. All remaining amounts of prepay-
mentswillbeappliedproratatotheremainingamortization
paymentsundersuchfacility.Theseniorcreditfacilityalso
provides for customary events of default, including non-
payment defaults, covenant defaults and cross-defaults to
theCompany’sothermaterialindebtedness.
TheseniorcreditfacilityisguaranteedbytheCompany
andbyeachofitsexistingdomesticsubsidiariesandwill
be guaranteed by all future domestic subsidiaries. The
facility is secured by a first priority lien on substantially
all, subject to certain exceptions, of the Advance Stores’
properties and assets and the properties and assets of its
existingdomesticsubsidiariesandwill be securedbythe
properties and assets of its future domestic subsidiaries.
Theseniorcreditfacilitycontainscovenantsrestrictingthe
abilityoftheCompanyanditssubsidiariesto,amongother
things,(1)declaredividendsorredeemorrepurchasecapi-
tal stock, (2) prepay, redeem or purchase debt, (3) incur
liens or engage in sale-leaseback transactions, (4) make
loansandinvestments,(5)incuradditionaldebt(including
hedging arrangements), (6) engage in certain mergers,
acquisitionsandassetsales,(7)engageintransactionswith
affiliates,(8)changethenatureoftheCompany’sbusiness
and the business conducted by its subsidiaries and (9)
changethe holdingcompanystatusof theCompany. The
Company is required to comply with financial covenants
with respect to a maximum leverage ratio, a minimum
interestcoverageratio,aminimumcurrentassetstofunded
senior debt ratio, a maximum senior leverage ratio and
maximumlimitsoncapitalexpenditures.
Duringfiscal2003,theCompanycompletedtheredemp-
tionofitsoutstandingseniorsubordinatednotesandsenior
discount debentures. Incremental facilities were added to
fundtheredemptionintheformofatrancheA-1termloan
facility of $75,000 and tranche C-1 term loan facility of
$275,000.Inconjunctionwiththisredemptionandoverall
partial repayment of $54,433, the Company wrote off
deferredfinancingcosts.Thewrite-offofthesecostscom-
binedwiththeaccretionofthediscountsandrelatedpre-
miums paidon therepurchase oftheseniorsubordinated
notesandseniordiscountdebenturesresultedinalosson
extinguishment of debt of $46,887 in the accompanying
consolidated statements of operations for the year ended
January3,2004.
During the remainder of fiscal 2003, the Company
repaid $236,089 of its term loans under the senior credit
facility. In conjunction with this partial repayment, the
Companywroteoffadditionaldeferredfinancingcostsin
theamountof$401,whichisclassifiedasalossonextin-
guishmentofdebtintheaccompanyingconsolidatedstate-
ments of operations for the year ended January 3, 2004.
Additionally,inDecember2003,theCompanyrefinanced
the remaining portion of its tranche A, A-1, C and C-1
termloanfacilitiesunderthepreviousseniorcreditfacility
by amending and restating the credit facility to add a