Panera Bread 2015 Annual Report Download - page 43

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treasury stock. The 2014 repurchase authorization may be modified, suspended, or discontinued by our Board at any time. During
fiscal 2014, we repurchased 427,521 shares under the 2014 repurchase authorization, at an average price of $155.78 per share, for
an aggregate purchase price of approximately $66.6 million. In total, during fiscal 2014, we repurchased 941,878 shares under
the 2012 and 2014 repurchase authorizations, at an average price of $163.62 per share, for an aggregate purchase price of
approximately $154.1 million.
On April 15, 2015, our Board of Directors approved an increase of the 2014 repurchase authorization to $750 million. During
fiscal 2015, we repurchased 2,201,719 shares under the 2014 repurchase authorization, at an average price of $181.65 per share,
for an aggregate purchase price of approximately $399.9 million. As of December 29, 2015, we had repurchased a total
of 2,629,240 shares of our Class A common stock under this repurchase program, at an average price of $177.43 per share, for an
aggregate purchase price of approximately $466.5 million. There was approximately $283.5 million available under the
2014 repurchase authorization as of December 29, 2015.
We have historically repurchased shares of our Class A common stock from participants of the Panera Bread 2006 Stock Incentive
Plan, as amended, and the Panera Bread 2015 Stock Incentive Plan, or collectively, the Plans, through a share repurchase
authorization approved by our Board. Repurchased shares are netted and surrendered as payment for applicable tax withholding
on the vesting of participants’ restricted stock. During fiscal 2015, we repurchased 28,018 shares of Class A common stock
surrendered by participants of the Plans at an average price of $196.78 per share for an aggregate purchase price of approximately
$5.5 million. During fiscal 2014, we repurchased 35,461 shares of Class A common stock surrendered by participants of the Plans
at an average price of $151.17 per share for an aggregate purchase price of approximately $5.4 million. During fiscal 2013, we
repurchased 41,601 shares of Class A common stock surrendered by participants of the Plans at an average price of $172.79 per
share for an aggregate purchase price of $7.2 million. These share repurchases were made pursuant to the terms of the Plans and
the applicable award agreements and were not made pursuant to publicly announced share repurchase authorizations.
Term Loans
On June 11, 2014, we entered into a term loan agreement, or the 2014 Term Loan Agreement, with Bank of America, N.A., as
administrative agent, and other lenders party thereto. The 2014 Term Loan Agreement provides for an unsecured term loan in the
amount of $100 million, or the 2014 Term Loan. The 2014 Term Loan is scheduled to mature on June 11, 2019, subject to
acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other
material indebtedness or a change of control, as defined in the 2014 Term Loan Agreement. The 2014 Term Loan Agreement also
allows us from time to time to request that the 2014 Term Loan be further increased by an amount not to exceed, in the aggregate,
$150 million, subject to the arrangement of additional commitments with financial institutions acceptable to us and Bank of
America and other customary terms and conditions.
On July 16, 2015, we entered into a term loan agreement, or the 2015 Term Loan Agreement, with Bank of America, N.A., as
administrative agent, and other lenders party thereto. The 2015 Term Loan Agreement provides for an unsecured term loan in the
amount of $300 million, or the 2015 Term Loan. The 2015 Term Loan is scheduled to mature on July 16, 2020, subject to acceleration
upon certain specified events of default, including breaches of representations or covenants, failure to pay other material
indebtedness or a change of control, as defined in the 2015 Term Loan Agreement.
Each of the 2014 Term Loan and 2015 Term Loan bears interest at a rate equal to, at our option, (1) the Eurodollar rate plus a
margin ranging from 1.00 percent to 1.50 percent depending on our consolidated leverage ratio or (2) the highest of (a) the Bank
of America prime rate, (b) the Federal funds rate plus 0.50 percent or (c) the Eurodollar rate plus 1.00 percent, plus a margin
ranging from 0.00 percent to 0.50 percent depending on our consolidated leverage ratio. Our obligations under the 2014 Term
Loan Agreement and the 2015 Term Loan Agreement are guaranteed by certain of our direct and indirect subsidiaries. As of
December 29, 2015, there was $100.0 million and $296.3 million outstanding under the 2014 Term Loan Agreement and 2015
Term Loan Agreement, respectively.
On July 16, 2015, in order to hedge the variability in cash flows from changes in benchmark interest rates, we entered into two
forward-starting interest rate swap agreements with an aggregate initial notional value of $242.5 million. The forward-starting
interest rate swaps have been designated as cash flow hedging instruments.
Installment Payment Agreement
On September 15, 2015, we entered into a Master Installment Payment Agreement, or the Master IPA, with PNC Equipment
Finance, LLC, or PNC, pursuant to which PNC financed our purchase of hardware, software, and services associated with new
storage virtualization and disaster recovery systems. The Master IPA provides for a secured note payable in the amount of $12.7
million, or the 2015 Note Payable, payable in five annual installments beginning November 1, 2015 and each September 1st
thereafter. As of December 29, 2015, there was $10.1 million outstanding under the Master IPA.