WeightWatchers 2006 Annual Report Download - page 38

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in the amount of $382.9 million and a new TLC in the amount of $49.1 million. Term Loan A in the amount of
$30.0 million remained in place, along with a Revolver with available borrowings up to $45.0 million. Due to
this early extinguishment of debt, we recognized expenses of $47.4 million in the third quarter of fiscal 2003.
On January 21, 2004, we refinanced the WWI Credit Facility as follows: the Term Loan A, Term Loan B
and the TLC in the aggregate amount of $454.2 million were repaid and replaced with a new Term Loan B in the
amount of $150.0 million and borrowings under the Revolver of $310.0 million. In connection with this
refinancing, available borrowings under the Revolver increased from $45.0 million to $350.0 million. Due to the
early extinguishment of the Term Loans resulting from this refinancing, we recognized expenses of $3.3 million
in the first quarter of fiscal 2004.
On October 1, 2004, we repurchased and retired the remaining balance of our 13% Senior Subordinated
Notes in the amounts of $5.1 million U.S. dollar denominated and €8.4 million euro denominated. Due to this
early extinguishment of debt, we recognized expenses of $1.0 million in the third quarter of fiscal 2004 related to
the tender premiums associated with this redemption.
On October 19, 2004, we increased our net borrowing capacity by adding an Additional Term Loan B to our
existing WWI Credit Facility in the amount of $150.0 million. Coterminous with the previously existing WWI
Credit Facility, these funds were initially used to reduce borrowings under our Revolver, resulting in no increase
in our net borrowing.
On June 24, 2005, Weight Watchers International amended certain provisions of the WWI Credit Facility to
allow for the December 16, 2005 redemption by WeightWatchers.com of its shares held by Artal.
On December 16, 2005, WeightWatchers.com borrowed $215.0 million pursuant to two credit facilities, or
the WW.com Credit Facilities, consisting of (i) a five year, senior secured first lien term loan facility in an
aggregate principal amount of $170.0 million and (ii) a five and one-half year, senior secured second lien term
loan facility in an aggregate principal amount of $45.0 million.
On May 8, 2006, we entered into a refinancing to reduce our effective interest rate while increasing our
borrowing capacity and extending the maturities of borrowings under the WWI Credit Facility. In connection
with the refinancing, we increased our term loans from $293.4 million to $350.0 million. The additional funds of
$55.6 million were used to pay down the revolving line of credit. Also, in connection with this refinancing,
Weight Watchers International’s then existing revolving line of credit was repaid and replaced with a new
revolving line of credit which increased borrowing capacity from $350 million to $500 million. In connection
with this refinancing, we incurred expenses of $1.3 million.
Franchise Acquisitions
Acquisitions of Indiana, Eastern Canada, Suffolk, Western Michigan, Greece and Italy. On July 27, 2006,
we acquired certain assets of our Indiana franchise for a purchase price of approximately $25.0 million. On
August 17, 2006, we acquired substantially all of the assets of our eastern Canadian franchise and of Vale
Printing Limited for a net purchase price of approximately $50.8 million. On November 2, 2006, we acquired
substantially all of the assets of our Suffolk County, New York franchise for a purchase price of approximately
$24.5 million. On December 11, 2006, we acquired substantially all of the assets of our western Michigan
franchise for a purchase price of approximately $37.3 million. These acquisitions were financed through cash
from operations. These acquisitions have been accounted for as purchases and earnings have been included in our
consolidated operating results since the respective dates of the acquisitions. On December 11, 2006, we
reacquired our franchise rights in Greece and Italy for an aggregate amount of $4.4 million.
Acquisitions of Washington, D.C. and Fort Worth. On May 9, 2004, we acquired certain assets of our
Washington, D.C. area franchisee for a purchase price of $30.5 million. On August 22, 2004, we acquired certain
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