WeightWatchers 2015 Annual Report Download - page 95

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
7. Long-Term Debt
The components of the Company’s long-term debt were as follows:
January 2, 2016 January 3, 2015
Balance
Effective
Rate Balance
Effective
Rate
Revolving Facility due April 2, 2018 ....................... $ 48,000 2.75% $ 0 0.00%
Tranche B-1 Term Facility due April 2, 2016 ................ 144,323 3.19% 294,750 3.12%
Tranche B-2 Term Facility due April 2, 2020 ................ 2,042,250 4.00% 2,063,250 3.96%
Total Debt ........................................ 2,234,573 3.98% 2,358,000 3.86%
Less Current Portion .................................... 213,323 80,728
Total Long-Term Debt .............................. $2,021,250 $2,277,272
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 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 new Credit Agreement (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 $250,000 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.
On September 26, 2014, the Company and certain lenders entered into an agreement 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, the Company wrote-off deferred
financing fees of approximately $1,583 in the third quarter of fiscal 2014. Concurrently with and in order to
effect this amendment, the Company reduced the amount of the Revolving Facility from $250,000 to $50,000.
Under the terms of the Credit Agreement, depending on the Company’s Consolidated Leverage Ratio (as
defined in the Credit Agreement), the Company is obligated to offer to prepay the Term Facilities in an aggregate
amount determined by its excess cash flow (as defined in the Credit Agreement). On March 13, 2015, the
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