Sally Beauty Supply 2013 Annual Report Download - page 81

Details of long-term debt (excluding capitalized leases) as of September 30, 2013 are as follows (dollars in
thousands):
Amount Maturity Dates Interest Rates
ABL facility(a) ................ $ 76,000 July 2018 (i) Prime plus (0.50% to 0.75%) or;
(ii) LIBOR(a) plus (1.50% to 1.75%)
Senior notes due 2019 ........... 750,000 Nov. 2019 6.875%
Senior notes due 2022(b) ........ 858,381 June 2022 5.750%(b)
Other(c) ..................... 1,310 2014-2015 4.93% to 5.79%
Total ...................... $1,685,691
(a) At September 30, 2013, borrowings outstanding under the ABL facility bear interest at the weighted
average rate of 2.0%. When used in this Annual Report, LIBOR means the London Interbank
Offered Rate.
(b) Includes unamortized premium of $8.4 million related to notes issued in September 2012 with an
aggregate principal amount of $150.0 million. The 5.75% interest rate relates to notes in the aggregate
principal amount of $850.0 million.
(c) Represents pre-acquisition debt of Pro-Duo NV and Sinelco Group BVBA.
Long-Term Debt Covenants
The agreements and instruments governing our debt contain restrictions and limitations that could
significantly impact our ability to operate our business. These restrictions and limitations relate to:
• Incurrence of additional indebtedness • Granting of liens on assets
• Repurchases and redemptions of capital stock • Making of investments, including joint
and the payment of dividends ventures
• Making of certain debt prepayments • Making of acquisitions
• Mergers or consolidations • Disposition of assets
Borrowings under the ABL facility are secured by substantially all of our assets, those of Sally Investment,
those of our domestic subsidiaries, those of our Canadian subsidiaries (in the case of borrowings under the
Canadian sub-facility) and a pledge of certain intercompany notes. The senior notes due 2019 and the
senior notes due 2022 (together, the ‘‘senior notes due 2019-2022’’) are unsecured obligations of the
Issuers and are jointly and severally guaranteed by the Company and Sally Investment, and by each
material domestic subsidiary of the Company. Interest on the senior notes due 2019-2022 is payable
semi-annually.
The ABL facility and the indentures governing the senior notes due 2019-2022 contain other covenants
regarding restrictions on assets dispositions, granting of liens and security interests, prepayment of certain
indebtedness and other matters and customary events of default, including customary cross-default and/or
cross-acceleration provisions. As of September 30, 2013, all the net assets of our consolidated subsidiaries
were unrestricted from transfer under our credit arrangements.
The senior notes due 2019 carry optional redemption features whereby the Company has the option to
redeem the notes, in whole or in part, on or after November 15, 2017 at par, plus accrued and unpaid
interest, if any, and on or after November 15, 2015 at par plus a premium declining ratably to par, plus
accrued and unpaid interest, if any. Prior to November 15, 2015, the notes may be redeemed, in whole or in
part, at a redemption price equal to par plus a make-whole premium as provided in the indenture, plus
accrued and unpaid interest, if any. In addition, on or prior to November 15, 2014, the Company has the
right to redeem at par plus a specified premium, plus accrued and unpaid interest, if any, up to 35% of the
64