WeightWatchers 2013 Annual Report Download - page 76

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The following schedule sets forth our long-term debt obligations (and interest rates, exclusive of the impact
of swaps) at December 28, 2013:
Long-Term Debt
At December 28, 2013
(Balances in millions)
Balance
Alternative
Base Rate
or LIBOR
Applicable
Margin
Interest
Rate
Revolving Facility due April 2, 2018 .......................... $ — 0.000% 0.000% 0.000%
Tranche B-1 Term Facility due April 2, 2016 ................... 298.5 0.170% 2.750% 2.920%
Tranche B-2 Term Facility due April 2, 2020 ................... 2,089.5 0.750% 3.000% 3.750%
Total Debt ....................................... 2,388.0
Less Current Portion ................................... 30.0
Total Long-Term Debt ............................. $2,358.0
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.
At December 28, 2013, we had $2,388.0 million outstanding under the WWI Credit Facility, consisting
entirely of term loans and there were no loans outstanding under the Revolving Facility. In addition, at
December 28, 2013, the Revolving Facility had $1.6 million in issued but undrawn letters of credit outstanding
thereunder and $248.4 million in available unused commitments thereunder. The proceeds from borrowings
under the Revolving Facility (including swing line loans and letters of credit) will be used for working capital
and general corporate purposes.
At the end of fiscal 2013, fiscal 2012 and fiscal 2011, our debt consisted entirely of variable-rate
instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with
our variable-rate borrowings. The average interest rate on our debt, exclusive of the impact of swaps, was
approximately 3.6%, 3.0% and 2.4% per annum at the end of fiscal 2013, fiscal 2012 and fiscal 2011,
respectively. The average interest rate on our debt, including the impact of swaps, was approximately 4.1%, 3.5%
and 4.5% per annum at the end of fiscal 2013, fiscal 2012 and fiscal 2011, respectively.
Borrowings under the New Credit Agreement bear interest at a rate equal to, at our option, LIBOR plus an
applicable margin or a base rate plus an applicable margin. LIBOR under the Tranche B-2 Term Facility is
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