Albertsons 2015 Annual Report Download - page 75

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Future maturities of long-term debt, excluding the net discount on debt, as of February 28, 2015 consist of the following:
Fiscal Year
2016 $ 10
2017 293
2018 15
2019 15
2020 1,414
Thereafter 750
The Company’s credit facilities and certain long-term debt agreements have restrictive covenants and cross-default provisions,
which generally provide, subject to the Company’s right to cure, for the acceleration of payments due in the event of a breach
of a covenant or a default in the payment of a specified amount of indebtedness due under certain other debt agreements. The
Company was in compliance with all such covenants and provisions for all periods presented.
Senior Secured Credit Agreements
As of February 28, 2015 and February 22, 2014, the Company had outstanding borrowings of $1,469 and $1,474, respectively,
under its six-year $1,500 term loan facility (the “Secured Term Loan Facility”), secured by substantially all of the Company’s
real estate, equipment and certain other assets, which bears interest at the rate of LIBOR plus 3.50 percent and includes a floor
on LIBOR set at 1.00 percent. The Secured Term Loan Facility is 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, 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 main operating 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 associated equipment pledged as collateral. As of
February 28, 2015 and February 22, 2014, there was $776 and $787, respectively, of owned or ground-leased real estate and
associated equipment pledged as collateral, which was included in 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 are secured by
second-priority security interests in the collateral securing the Company’s five-year $1,000 asset-based revolving ABL credit
facility (the “Revolving ABL Credit Facility”). Including the discount, $9 and $0 of the Secured Term Loan Facility was
classified as current as of February 28, 2015 and February 22, 2014 respectively.
The loans under the Secured Term Loan Facility may be voluntarily prepaid in certain minimum principal amounts, subject to
the payment of breakage or similar costs. Pursuant to the Secured Term Loan Facility, the Company must, subject to certain
customary reinvestment rights, apply 100 percent of Net Cash Proceeds (as defined in the facility) from certain types of asset
sales (excluding proceeds of the collateral security of the Revolving ABL Credit Facility and other secured indebtedness) to
prepay the loans outstanding under the Secured Term Loan Facility. Beginning with the fiscal year ended February 22, 2014,
the Company must prepay loans outstanding under the facility no later than 90 days after the fiscal year end in an aggregate
principal amount equal to a percentage (which percentage ranges from 0 to 50 percent depending on the Company’s Total
Secured Leverage Ratio (as defined in the facility) as of the last day of such fiscal year) of Excess Cash Flow (as defined in the
facility) for the fiscal year then ended minus any voluntary prepayments made during such fiscal year with Internally Generated
Cash (as defined in the facility). Based on the Company's Excess Cash Flow for the fiscal year ended February 28, 2015, no
prepayment will be required. The potential amount of prepayment from Excess Cash Flow that will be required for fiscal 2016
is not reasonably estimable as of February 28, 2015.
As of February 28, 2015 and February 22, 2014, there were no outstanding borrowings under the Revolving ABL Credit
Facility or the Company’s previous revolving credit facility due March 2018, respectively. As of February 28, 2015, letters of
credit outstanding under the Revolving ABL Credit Facility were $76 at fees of 1.625 percent, and the unused available credit
under this facility was $871 with facility fees of 0.375 percent. As of February 22, 2014, letters of credit outstanding under the
Company’s previous revolving credit facility due March 2018 were $101 at fees of 2.125 percent, and the unused available
credit under this facility was $786 with facility fees of 0.375 percent. As of February 28, 2015, the Revolving ABL Credit
Facility was secured on a first-priority basis by $1,188 of certain inventory assets included in Inventories, net, $220 of certain
receivables included in Receivables, net, $28 of certain amounts included in Cash and cash equivalents and all of the
Company’s pharmacy scripts included in Intangible assets, net, in the Consolidated Balance Sheets. As of February 22, 2014,
the Company’s previous revolving credit facility due March 2018 was secured on a first-priority basis by $1,066 of certain
inventory assets included in Inventories, net, $227 of certain receivables included in Receivables, net, $24 of certain amounts
included in Cash and cash equivalents and all of the Company’s pharmacy scripts included in Intangible assets, net, in the
Consolidated Balance Sheets.