Albertsons 2014 Annual Report Download - page 54

interest at the rate of LIBOR plus 5.00 percent and includes a floor on LIBOR set at 1.25 percent (collectively,
the “Refinancing Transactions”). The proceeds of the Refinancing Transactions were used to replace the
Company’s Revolving ABL Credit Facility due August 2017, the Secured Term Loan Facility due August 2018
and the $200 accounts receivable securitization facility, and refinanced the $490 of 7.50 percent senior notes due
November 2014.
Certain of the Company’s material subsidiaries are co-borrowers under the Revolving ABL Credit Facility due
March 2018, and this facility is guaranteed by the rest of the Company’s material subsidiaries (the Company and
those subsidiaries named as borrowers and guarantors under the Revolving ABL Credit Facility due March 2018,
the “ABL Loan Parties”). To secure their obligations under this facility, the ABL Loan Parties have granted a
perfected first-priority security interest for the benefit of the facility lenders in its present and future inventory,
credit card, wholesale trade, pharmacy and certain other receivables, prescription files and related assets. In
addition, the obligations under the Revolving ABL Credit Facility due March 2018 are secured by second-
priority liens on and security interests in the collateral securing the Secured Term Loan Facility due March 2019,
subject to certain limitations to ensure compliance with the Company’s outstanding debt instruments and leases.
As of February 22, 2014, there were no outstanding borrowings under the Revolving ABL Credit Facility due
March 2018. Facility fees under this facility were 0.375 percent. Letters of credit outstanding under the
Revolving ABL Credit Facility due March 2018 were $101 at fees up to 2.125 percent and the unused available
credit under this facility was $786. As of February 22, 2014, the Revolving ABL Credit Facility due March 2018
was secured on a first priority basis by $1,066 of assets included in Inventories, net, all eligible receivables
included in Receivables, net, all of the Company’s pharmacy scripts included in Intangible assets, net and all
credit card receivables of wholly-owned stores included in Cash and cash equivalents in the Consolidated
Balance Sheets. The maturity date of the Revolving ABL Credit Facility due March 2018 is subject to a springing
maturity date that is 90 days prior to May 1, 2016, if more than $250 of the 8.00 percent Senior Notes due 2016
remain outstanding as of that date. Refer to Note 15—Subsequent Events, within Part II, Item 8 of this Annual
Report on Form 10-K for information regarding the Company’s subsequent amendment to the Revolving ABL
Credit Facility due March 2018.
The revolving loans under the Revolving ABL Credit Facility due March 2018 may be voluntarily prepaid in
certain minimum principal amounts, in whole or in part, without premium or penalty, subject to breakage or
similar costs. The Company and those subsidiaries named as borrowers under the Revolving ABL Credit Facility
due March 2018 are required to repay the revolving loans in cash and provide cash collateral under this facility to
the extent that the revolving loans and letters of credit exceed the lesser of the borrowing base then in effect or
the aggregate amount of the lenders’ commitments under the Revolving ABL Credit Facility due March 2018.
During fiscal 2014, the Company borrowed $3,803 and repaid $4,010 under its Revolving ABL Credit Facility
due August 2017 and Revolving ABL Credit Facility due March 2018. During fiscal 2013, the Company
borrowed $2,291 and repaid $2,111 under its previous revolving credit facility, which was refinanced in August
2012, and its Revolving ABL Credit Facility due August 2017.
The Secured Term Loan Facility due March 2019 is also guaranteed by the Company’s material subsidiaries
(together with the Company, the “Term Loan Parties”). To secure their obligations under the Secured Term Loan
Facility due March 2019, the Company granted a perfected first-priority security interest for the benefit of the
facility lenders in the Term Loan Parties’ equity interest in Moran Foods, LLC, the parent entity of the
Company’s Save-A-Lot business, and the Term Loan Parties granted a perfected first priority security interest in
substantially all of their intellectual property and a first priority mortgage lien and security interest in certain
owned or ground leased real estate and certain additional equipment. As of February 22, 2014, there was $704 of
owned or ground-leased real estate and associated equipment pledged as collateral, classified as Property, plant
and equipment, net in the Consolidated Balance Sheets. In addition, the obligations of the Term Loan Parties
under the Secured Term Loan Facility due March 2019 are secured by second-priority security interests in the
collateral securing the Revolving ABL Credit Facility due March 2018.
The loans under the Secured Term Loan Facility due March 2019 may be voluntarily prepaid in certain minimum
principal amounts, subject to the payment of breakage or similar costs and, in certain circumstances, a
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