Sprouts Farmers Market 2013 Annual Report Download - page 118

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Table of Contents
Each of these covenants is subject to customary or agreed-upon exceptions, baskets and thresholds.
In addition, if the Company has any amounts outstanding under the Revolving Credit Facility as of the last day of any fiscal
quarter, the Revolving Credit Facility requires the borrower to maintain a ratio of Revolving Facility Credit exposure to consolidated
trailing 12-month EBITDA (as defined in the Credit Facility) of no more than 0.75 to 1.00 as of the end of each such fiscal quarter.
The Company was in compliance with all applicable covenants under the Credit Facility as of December 29, 2013.
Former Term Loan and Revolving Credit Facility
On April 18, 2011, the Company, through Intermediate Holdings, entered into senior secured credit facilities (“Former Senior
Secured Credit Facilities”). During April 2012, the Company amended the Former Senior Secured Credit Facilities as described
below.
The Former Senior Secured Credit Facilities provided for a $50.0 million revolving credit facility (“Former Revolving Credit
Facility”), which included a letter of credit subfacility (up to the unused amount of the Former Revolving Credit Facility) and a $5.0
million swingline loan subfacility.
During April 2011, the Company borrowed $310.0 million (“Former Term Loan”), net of financing fees of $1.3 million and issue
discount of $14.1 million, under the Former Term Loan and used the proceeds to effectuate the 2011 combination of Sprouts with
Henry’s.
During April 2012, the Company amended the Former Senior Secured Credit Facilities and used the incremental commitments
provision to borrow an additional $100.0 million, net of financing fees of $0.5 million and issue discount of $2.7 million, and used the
proceeds to effectuate the Sunflower Transaction in May 2012.
In connection with the April 2013 Refinancing, the Company repaid the Former Term Loan in its entirety and recorded a
related $8.2 million loss on extinguishment of debt as reflected in the consolidated statement of operations for the year ended
December 29, 2013.
The Former Term Loan required quarterly principal payments, totaling 1.00% per annum, with the balance payable on the final
maturity date.
The Company capitalized total debt issuance costs (financing fees) between 2011 and 2012 of $1.8 million related to the
Former Term Loan, which were being amortized to interest expense over the term of the loan. Additionally, $16.7 million of lender
fees were reflected as a discount on the Former Term Loan and were being charged to interest expense over the term of the
Former Term Loan.
113
• make loans or investments;
•
merge, consolidate or enter into acquisitions;
• pay dividends or distributions;
• enter into transactions with affiliates;
•
enter into new lines of business;
• modify the terms of subordinated debt or other material agreements; and
• change its fiscal year