Shake Shack 2015 Annual Report Download - page 73

Table of Contents
SSE HOLDINGS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except unit, share, per unit and per share amounts)
Member Distributions
On February 4, 2015, we paid the Additional Distribution to certain of the Original SSE Equity Owners in the amount of $11,125, which was payable in the event
the gross proceeds of
the Corporation's IPO exceeded the anticipated gross proceeds and was calculated by multiplying (i) the excess gross proceeds by (ii) 0.273. The distribution was paid using proceeds
received from the Corporation's IPO, which was subsequently used to purchase LLC Interests.
Revolving Credit Facility
On January 14, 2015, we borrowed $4,000 in principal amount under the Revolving Credit Facility. The proceeds will be used for general corporate purposes and new Shack openings.
Subsequent to the borrowing, the remaining credit available under the Revolving Credit Facility was $13,920.
On January 28, 2015, we executed a Third Amended and Restated Credit Agreement, which became effective on February 4, 2015 (the " New Revolving Credit Facility
"). The
amendment provides for, among other things, (i) a revolving total commitment amount of $50,000, of which $20,000 is available immediately, with the remainder available at our
request and the consent of the lenders under the New Revolving Credit Facility; (ii) the removal of USHG as guarantor of the facility; (iii) the elimination of the mandatory $15,000
prepayment and (iv) a reduction in certain interest rates and fees. Borrowings under the New Revolving Credit Facility will bear interest at either: (x) LIBOR plus a percentage ranging
from 2.5% to 3.5% or (y) the prime rate plus a percentage ranging from 0.0% to 1.0%, depending on the type of borrowing to be made under the New Revolving Credit Facility.
The New Revolving Credit Facility is secured by a first-
priority security interest in substantially all of the assets of SSE Holdings and the guarantors (excluding stock in foreign
subsidiaries in excess of 65% and assets of non-
guarantors and subject to certain other exceptions). The obligations under the New Revolving Credit Facility are guaranteed by each of
SSE Holdings’ wholly-owned domestic subsidiaries (with certain exceptions).
The New 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 itself, engage in businesses that are not in a related line
of business; make loans, advances or guarantees; pay dividends or make other distributions (with certain exceptions, including tax distributions and repurchases of management equity);
engage in transactions with affiliates; and make investments. In addition, the New 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.
On February 4, 2015, we repaid the entire outstanding principal under the Revolving Credit Facility of $36,000 using a portion of the proceeds we received from the capital
contribution made by the Corporation. Subsequent to this repayment, no amounts were outstanding under the New Revolving Credit Facility.
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