WeightWatchers 2013 Annual Report Download - page 103

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
6. Long-Term Debt
The components of the Company’s long-term debt were as follows:
December 28,
2013
December 29,
2012
Balance
Effective
Rate Balance
Effective
Rate
Revolving Facility due April 2, 2018 ....................... $ 0 0.00% $ 0 0.00%
Tranche B-1 Term Facility due April 2, 2016 ................ 298,500 2.97% 0 0.00%
Tranche B-2 Term Facility due April 2, 2020 ................ 2,089,500 3.75% 0 0.00%
Revolver A-1 due June 30, 2014 ........................... 0 0.00% 6,374 3.12%
Revolver A-2 due March 15, 2017 ......................... 0 0.00% 23,626 2.56%
Term A-1 Loan due January 26, 2013 ...................... 0 0.00% 38,226 1.53%
Term B Loan due January 26, 2014 ........................ 0 0.00% 129,445 1.90%
Term C Loan due June 30, 2015 ........................... 0 0.00% 113,808 2.72%
Term D Loan due June 30, 2016 ........................... 0 0.00% 118,217 2.77%
Term E Loan due March 15, 2017 ......................... 0 0.00% 1,154,651 2.53%
Term F Loan due March 15, 2019 ......................... 0 0.00% 822,017 3.92%
Total Debt ........................................ 2,388,000 3.49% 2,406,364 2.91%
Less Current Portion .................................... 30,000 114,695
Total Long-Term Debt .............................. $2,358,000 $2,291,669
The Company’s credit facilities at the end of the first quarter of fiscal 2013 consisted of the following term
loan facilities and revolving credit facilities: a tranche A-1 loan (“Term A-1 Loan”), a tranche B loan (“Term B
Loan”), a tranche C loan (“Term C Loan”), a tranche D loan (“Term D Loan”), a tranche E loan (“Term E
Loan”), a tranche F loan (“Term F Loan”), revolving credit facility A-1 (“Revolver A-1” ) and revolving credit
facility A-2 (“Revolver A-2”).
On April 2, 2013, the Company refinanced its credit facilities pursuant to a Credit Agreement (the “New
Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and an issuing bank, The Bank of Nova Scotia, as revolving agent, swingline lender and an
issuing bank, and the other parties thereto. The New Credit Agreement provides for (a) a revolving credit facility
(including swing line loans and letters of credit) in an initial aggregate principal amount of $250,000 that will
mature on April 2, 2018 (the “Revolving Facility”), (b) an initial term B-1 loan credit facility in an aggregate
principal amount of $300,000 that will mature on April 2, 2016 (the “Tranche B-1 Term Facility”) and (c) an
initial term B-2 loan credit facility in an aggregate principal amount of $2,100,000 that will mature on April 2,
2020 (the “Tranche B-2 Term Facility”, and together with the Tranche B-1 Term Facility, the “Term Facilities”;
the Term Facilities and Revolving Facility collectively, the “WWI Credit Facility”). In connection with this
refinancing, the Company used the proceeds from borrowings under the Term Facilities to pay off a total of
$2,399,904 of outstanding loans, consisting of $128,759 of Term B Loans, $110,602 of Term C Loans, $117,612
of Term D Loans, $1,125,044 of Term E Loans, $817,887 of Term F Loans, $21,247 of loans under the Revolver
A-1 and $78,753 of loans under the Revolver A-2. Following the refinancing of a total of $2,399,904 of loans, at
April 2, 2013, the Company had $2,400,000 debt outstanding under the Term Facilities and $248,848 of
availability under the Revolving Facility. The Company incurred fees of $44,817 during the second quarter of
fiscal 2013 in connection with this refinancing. In the second quarter of fiscal 2013, the Company wrote-off fees
associated with this refinancing which resulted in the Company recording a charge of $21,685 in early
extinguishment of debt.
F-17