Shake Shack 2015 Annual Report Download - page 64

Table of Contents
SSE HOLDINGS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except unit, share, per unit and per share amounts)
NOTE 7 : DEBT
In December 2013, we entered into an amendment to our existing revolving credit agreement, which became effective in April 2014 (" Revolving Credit Facility
"). The amendment
provides for a revolving total commitment amount of $50,000, of which $30,000 was available immediately. In December 2014, we entered into another amendment to the Revolving
Credit Facility, which became effective immediately and provided for, among other things, the acceleration of the delayed total commitment effective date, resulting in an immediate
increase in the total commitment amount to $50,000. The amendment also provides for a mandatory prepayment of at least $15,000 by April 30, 2015. The Revolving Credit Facility
will mature and all amounts outstanding will be due and payable five years from the effective date. The Revolving Credit Facility permits the issuance of letters of credit upon our
request of up to $10,000. Borrowings under the Revolving Credit Facility bear interest at either: (i) LIBOR plus a percentage ranging from 3.0% to 4.0%, or (ii) the prime rate plus a
percentage ranging from 0.0% to 1.0%, depending on the type of borrowing made under the Revolving Credit Facility. As of December 25, 2013
, there were no amounts outstanding
under the Revolving Credit Facility. As of December 31, 2014 , there was $32,000 of outstanding borrowings under the Revolving Credit Facility, classified as short-
term borrowings
on the Consolidated Balance Sheet, which carried interest at a weighted-average rate of 3.3%. We had $17,920 of availability as of December 31, 2014
, after giving effect to $80 in
letters of credit.
The Revolving Credit Facility is secured by a first-priority security interest in substantially all of our assets and is guaranteed by Union Square Hospitality Group, LLC (" USHG ").
The Revolving Credit Facility contains a number of covenants that, among other things, restrict our ability to, subject to, specified exceptions, incur additional debt; incur additional
liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves; pay dividends or make distributions; engage in
businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the Revolving Credit
Facility contains certain cross-default provisions. We are required to maintain a specified consolidated fixed-
charge coverage ratio and a specified funded net debt to Adjusted EBITDA
Ratio. As of December 31, 2014 , we were in compliance with all covenants.
In March 2013, we entered into a promissory note in the amount of $313 in connection with the purchase of a liquor license. Interest on the outstanding principal balance of this note
will be due and payable on a monthly basis from the effective date at a rate of 5.0% per year commencing in April 2013. The entire principal balance and interest is due and payable on
the earlier of the maturity date, which is the expiration of the lease in June 2023, or the date of the sale of the license. As of December 31, 2014 and December 25, 2013
, the
outstanding balance of the promissory note was $313.
On January 28, 2015, we executed a Third Amended and Restated Credit Agreement. On February 4, 2015, we repaid the entire outstanding principal under the amended Revolving
Credit Facility, which includes an additional $4,000 borrowed on January 14, 2015. See Note 19 , Subsequent Events .
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