WeightWatchers 2015 Annual Report Download - page 35

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 new Credit Agreement, or as amended,
supplemented or otherwise modified, the 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 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 $44.8 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.
On September 26, 2014, we entered into an agreement with certain lenders amending the Credit Agreement
that, among other things, eliminated the Financial Covenant (as defined in the Credit Agreement) with respect to
the Revolving Facility. In connection with this amendment, we wrote-off deferred financing fees of
approximately $1.6 million in the third quarter of fiscal 2014. Concurrently with and in order to effect this
amendment, we reduced the amount of the Revolving Facility from $250.0 million to $50.0 million.
Under the terms of the Credit Agreement, depending on our Consolidated Leverage Ratio (as defined in the
Credit Agreement), we are obligated to offer to prepay the Term Facilities in an aggregate amount determined by
our excess cash flow (as defined in the Credit Agreement). On March 13, 2015, we commenced an offer to
prepay at a discount to par up to $75.0 million in aggregate principal amount of term loans outstanding under the
Tranche B-1 Term Facility. On March 20, 2015, we accepted offers with a discount equal to or greater than
9.00% in respect of such term loans. On March 25, 2015, we paid an aggregate amount of cash proceeds totaling
$57.4 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay
$63.1 million in aggregate principal amount of such term loans under the Tranche B-1 Term Facility. This
expenditure reduced, on a dollar for dollar basis, our $59.7 million obligation to make a mandatory excess cash
flow prepayment offer to the term loan lenders under the terms of the Credit Agreement. In addition, we made a
voluntary prepayment at par on March 25, 2015 of $2.5 million in respect of such term loans under the Tranche
B-1 Term Facility to reduce the remaining excess cash flow prepayment obligation for fiscal 2015. As a result of
this prepayment, we wrote-off fees of $0.3 million, incurred fees of $0.6 million and recorded a gain on early
extinguishment of debt of $4.7 million, inclusive of these fees, in the first quarter of fiscal 2015.
On June 17, 2015, we commenced another offer to prepay at a discount to par up to $229.0 million in
aggregate principal amount of term loans outstanding under the Tranche B-1 Term Facility. On June 22, 2015,
we accepted offers with a discount equal to or greater than 9.00% in respect of such term loans. On June 26,
2015, we paid an aggregate amount of cash proceeds totaling $77.2 million plus an amount sufficient to pay
accrued and unpaid interest on the amount prepaid to prepay $84.9 million in aggregate principal amount of such
term loans under the Tranche B-1 Term Facility. As a result of this prepayment, we wrote-off fees of
$0.3 million, incurred fees of $0.6 million and recorded a gain on early extinguishment of debt of $6.7 million,
inclusive of these fees, in the second quarter of fiscal 2015.
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