Henry Schein 2013 Annual Report Download - page 60

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Private Placement Facilities
On August 10, 2010, we entered into $400 million private placement facilities with two insurance companies.
On April 30, 2012, we increased our available credit facilities by $375 million by entering into a new agreement
with one insurance company and amending our existing agreements with two insurance companies. These facilities
are available on an uncommitted basis at fixed rate economic terms to be agreed upon at the time of issuance, from
time to time during a three year issuance period, through April 26, 2015. The facilities allow us to issue senior
promissory notes to the lenders at a fixed rate based on an agreed upon spread over applicable treasury notes at the
time of issuance. The term of each possible issuance will be selected by us and can range from five to 15 years
(with an average life no longer than 12 years). The proceeds of any issuances under the facilities will be used for
general corporate purposes, including working capital and capital expenditures, to refinance existing indebtedness
and/or to fund potential acquisitions. The agreements provide, among other things, that we maintain certain
maximum leverage ratios, and contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions,
disposal of assets and certain changes in ownership. These facilities contain make-whole provisions in the event
that we pay off the facilities prior to the applicable due dates.
The components of our private placement facility borrowings as of December 28, 2013 are presented in the
following table:
  Amount of   
Date of  Borrowing Borrowing
Borrowing Outstanding Rate Due Date
September 2, 2010  $100,000 3.79 % September 2, 2020
January 20, 2012  50,000 3.45 January 20, 2024
January 20, 2012 (1)  50,000 3.09 January 20, 2022
December 24, 2012  50,000 3.00 December 24, 2024
  $250,000   
(1) Annual repayments of approximately $7.1 million for this borrowing will commence on January 20, 2016.
Henry Schein Animal Health
During the first quarter of 2013, we repaid the then outstanding debt related to the HSAH transaction using our
existing Credit Agreement. As part of this transaction, we recorded a one-time interest expense charge of $6.2
million related to the accelerated amortization of deferred financing costs.
U.S. Trade Accounts Receivable Securitization
On April 17, 2013, we entered into a facility agreement of up to $300 million with a bank, as agent, based on
the securitization of our U.S. trade accounts receivable. The new facility allowed us to replace public debt
(approximately $220 million), which had a higher interest rate at HSAH during February 2013 and provided
funding for working capital and general corporate purposes. The financing was structured as an asset-backed
securitization program with pricing committed for up to three years. The borrowings outstanding under this
securitization facility were $160.0 million as of December 28, 2013. At December 28, 2013, the interest rate on
borrowings under this facility is based on the average asset-backed commercial paper rate of 21 basis points plus 75
basis points, for a combined rate of 0.96%.
We are required to pay a commitment fee of 30 basis points on the daily balance of the unused portion of the
facility if usage is greater than or equal to 50% of the facility limit or a commitment fee of 35 basis points on the
daily balance of the unused portion of the facility if usage is less than 50% of the facility limit.
Borrowings under this facility are presented as a component of Long-term debt within our consolidated balance
sheet.