WeightWatchers 2013 Annual Report Download - page 44

under the new Revolver A-2 which would have terminated in 2014 (or 2013, upon the occurrence of certain
events described in the Prior WWI Credit Facility agreement) (each as defined hereafter), including a
proportionate amount of their outstanding Revolver A-1 loans into Revolver A-2 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 Prior WWI Credit Facility and aggregate amount of availability under the Revolver
A-1 and Revolver A-2 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 Prior WWI Credit Facility changed as a result of our amending
and restating the Prior 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 Prior 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, the new Term E Loan (as defined hereafter),
(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, the new Term F Loan, and (iii) $262.0 million in
aggregate principal amount of commitments under the Revolver A-1 were converted into the new revolving
credit facility, Revolver A-2. The loans outstanding under each term loan facility existing prior to the amendment
of the Prior 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.
On April 2, 2013, we refinanced our credit facilities pursuant to a Credit Agreement, or 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 $250.0 million that will mature on April 2,
2018, or the Revolving Facility, (b) an initial term B-1 loan credit facility in an aggregate principal amount of
$300.0 million that will mature on April 2, 2016, or Tranche B-1 Term Facility, and (c) an initial term B-2 loan
credit facility in an aggregate principal amount of $2,100.0 million that will mature on April 2, 2020, or Tranche
B-2 Term Facility. We refer herein to the Tranche B-1 Term Facility together with the Tranche B-2 Term Facility
as the Term Facilities, and the Term Facilities and Revolving Facility collectively as the WWI Credit Facility. In
connection with this refinancing, we used the proceeds from borrowings under the Term Facilities to pay off a
total of $2,399.9 million of outstanding loans, consisting of $128.8 million of Term B Loans, $110.6 million of
Term C Loans, $117.6 million of Term D Loans, $1,125.0 million of Term E Loans, $817.9 million of Term F
Loans, $21.2 million of loans under the Revolver A-1 and $78.8 million of loans under the Revolver A-2.
Following the refinancing of a total of $2,399.9 million of loans, at April 2, 2013, we had $2,400.0 million debt
outstanding under the Term Facilities and $248.8 million of availability under the Revolving Facility. We
incurred fees of approximately $45.0 million during the second quarter of fiscal 2013 in connection with this
refinancing. In the second quarter of fiscal 2013, we wrote-off fees associated with this refinancing which
resulted in our recording a charge of $21.7 million in early extinguishment of debt.
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.
30