WeightWatchers 2007 Annual Report Download - page 38

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replacing the then-existing Term Loans B and D and the transferable loan certificate, or TLC, in the aggregate
amount of $204.7 million with a new Term Loan B 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 revolving
line of credit 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 WWI’s then-existing credit facility. We repaid and replaced the Term
Loan A, Term Loan B and the TLC in the aggregate amount of $454.2 million with a new Term Loan B in the
amount of $150.0 million and borrowings under the then-existing revolving line of credit of $310.0 million. In
connection with this refinancing, available borrowings under the revolving line of credit 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 repurchase premiums associated with this redemption.
On October 19, 2004, we increased our net borrowing capacity by adding an Additional Term Loan B to our
then-existing credit facility in the amount of $150.0 million. Coterminous with WWI’s previously existing credit
facility, these funds were initially used to reduce borrowings under our then-existing revolving line of credit,
resulting in no increase in our net borrowing.
On June 24, 2005, Weight Watchers International amended certain provisions of WWI’s then-existing 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 WWI’s then-existing 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, WWI’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.
On January 26, 2007, in connection with our Tender Offer and share repurchase described under “Item 5 –
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities”, we increased our borrowing capacity by adding an Additional Term Loan A in the amount of $700.0
million and a new Term Loan B in the amount of $500.0 million. We utilized (a) $185.8 million of these
proceeds to pay off the WW.com Credit Facilities, (b) $461.6 million to repurchase 8.5 million of our shares in
the Tender Offer and (c) $567.6 million to repurchase 10.5 million of our shares from Artal. In connection with
the early extinguishment of the WW.com Credit Facilities, we recorded a charge of $3.0 million in the first
quarter of 2007 relating to the write-off of the deferred financing costs associated with the WW.com Credit
Facilities.
Franchise Acquisitions
Acquisition of British Columbia. On June 3, 2007, we acquired substantially all of the assets of our British
Columbia franchisee for a purchase price of approximately $15.8 million, which was financed through cash from
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