WeightWatchers 2012 Annual Report Download - page 45

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On April 8, 2010, we amended the WWI Credit Facility pursuant to a loan modification offer to all lenders
of all tranches of term loans and revolving loans to, among other things, extend the maturity date of such loans.
In connection with this amendment, certain lenders converted a total of $454.5 million of their outstanding term
loans under the Term A Loan ($151.8 million) and Additional Term A Loan ($302.7 million) into term loans
under the new Term C Loan due 2015 (or 2013, upon the occurrence of certain events described in the WWI
Credit Facility agreement), and a total of $241.9 million of their outstanding term loans under the Term B Loan
into term loans under the new Term D Loan due 2016 (each as defined hereafter). In addition, certain lenders
converted a total of $332.6 million of their outstanding Revolver I commitments into commitments under the
new Revolver II which terminates in 2014 (or 2013, upon the occurrence of certain events described in the WWI
Credit Facility agreement) (each as defined hereafter), including a proportionate amount of their outstanding
Revolver I loans into Revolver II loans. Following these conversions of a total of $1,029.0 million of loans and
commitments, at April 8, 2010, we had the same amount of debt outstanding under the WWI Credit Facility and
amount of availability under the Revolver (as defined hereafter) as we had immediately prior to such
conversions. In connection, with this loan modification offer, we incurred fees of approximately $11.5 million
during the second quarter of fiscal 2010.
On March 15, 2012, the composition of the WWI Credit Facility changed as a result of our amending and
restating the WWI Credit Facility to, among other things, extend the maturity of certain of our term loan facilities
and our revolving credit facility and to obtain new commitments for the borrowing of an additional $1,449.4
million of term loans to finance the purchases of shares of our common stock in the Tender Offer and from Artal
Holdings pursuant to the Purchase Agreement. Following the amendment of the WWI Credit Facility, (i) $33.1
million in aggregate principal amount of the Term A-1 Loan and $301.8 million in aggregate principal amount of
the Term C Loan were converted into, and $849.4 million in aggregate principal amount of commitments to
borrow new term loans were provided under, a new tranche E loan, or Term E Loan, (ii) $107.0 million in
aggregate principal amount of the Term B Loan and $119.1 million in aggregate principal amount of the Term D
Loan were converted into, and $600.0 million in aggregate principal amount of commitments to borrow new term
loans were provided under, a new tranche F loan, or Term F Loan, and (iii) $262.0 million in aggregate principal
amount of commitments under the Revolver A-1 were converted into a new revolving credit facility, or Revolver
A-2. The loans outstanding under each term loan facility existing prior to the amendment of the WWI Credit
Facility and the loans and commitments outstanding under the Revolver A-1, in each case that were not
converted into the Term E Loan, the Term F Loan or the Revolver A-2, as applicable, continued to remain
outstanding under the WWI Credit Facility as the Term A-1 Loan, the Term B Loan, the Term C Loan, the
Term D Loan or the Revolver A-1, as applicable. In connection with this amendment, we incurred fees of
approximately $26.2 million in the first quarter of fiscal 2012.
For additional details on the WWI Credit Facility, see “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt” in Part II
of this Annual Report on Form 10-K.
Working Capital
The changes in the working capital deficit are primarily the result of year-over-year increases related to
payables in connection with operations, deferred revenue in connection with our business performance, the shift
in timing of tax payments and accruals related to our litigation matters, which are offset by year-over-year
decreases in the accrual for the UK adverse tax rulings related to the UK VAT and UK self-employment matters
and in the current portion of debt obligations.
Franchise Acquisitions
The following are our key acquisitions since December 30, 2007:
Acquisition of Southeastern Ontario and Ottawa, Adirondacks and Memphis. On September 10, 2012, we
acquired substantially all of the assets of our Southeastern Ontario and Ottawa, Canada franchisee, Slengora
Limited, for a net purchase price of $16.8 million. On November 2, 2012, we acquired substantially all of the
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