Supercuts 2009 Annual Report Download - page 138

Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. SEGMENT INFORMATION (Continued)
Total revenues and long-lived assets associated with business operations in the United States and all other countries in aggregate were as
follows:
17. SUBSEQUENT EVENTS
On July 14, 2009, the Company amended the Fourth Amended and Restated Credit Agreement, the Term Loan Agreement and the
Amended and Restated Private Shelf Agreement, all subject to the completion of the issuances of the convertible senior notes and common stock
discussed below. The amendments included increasing the Company's minimum net worth covenant from $675 million to $800 million,
lowering the fixed charge coverage ratio requirement from 1.5x to 1.3x, amending certain definitions, including EBITDA and Fixed Charges,
and limiting the Company's Restricted Payments (as defined in the agreement) to $20 million if the Company's Leverage Ratio is greater than
2.0x. In addition, the amendments to the Fourth Amended and Restated Credit Agreement reduced the borrowing capacity of the revolving credit
facility from $350.0 million to $300.0 million and the amendments to the Restated Private Shelf Agreement included the addition of one year
after the amendment effective date, a risk based capital fee calculated on the daily average outstanding principal amount equal to an annual rate
of 1.0 percent.
On July 8, 2009, the Company entered into an agreement to sell to underwriters $150 million aggregate principal amount of 5.0 percent
convertible senior notes due 2014, and 11,500,000 shares of its common stock at $12.37 per share, which was the closing price per share on
July 8, 2009. The Company completed that agreement on July 14, 2009. In addition, under the July 8, 2009 agreement, the Company granted the
underwriters an over-allotment option to purchase up to an additional $22.5 million aggregate principal amount of notes, and up to an additional
1,725,000 shares of common stock, on the same terms and conditions. The underwriters exercised such options in their entirety and, on July 21,
2009, the Company completed the issuance of the additional shares and notes for the exercise by the underwriters of the over-
allotment option of
$22.5 million aggregate principal amount of notes and an additional 1,725,000 shares of common stock.
The notes are unsecured, senior obligations of the Company and interest will be payable semi-annually at a rate of 5.0 percent per year. The
notes will mature on July 15, 2014. The notes will be convertible subject to certain conditions at an initial conversion rate of 64.6726 shares of
the Company's common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $15.46 per share
of the Company's common stock), subject to adjustment in certain circumstances.
The net proceeds to the Company were approximately $323.8 million after deducting underwriting discounts and before estimated offering
expenses. The Company utilized the proceeds to repay $267 million of private placement senior term notes of varying maturities. The remaining
proceeds will be used for general corporate purposes including the repayment of bank debt.
136
Year Ended June 30, 2009
2009 2008 2007
Total Revenues
Long-
lived Assets
Total Revenues
Long-
lived Assets
Total Revenues
Long-
lived Assets
(Dollars in thousands)
United States
$
2,121,531
$
355,330
$
2,080,178
$
425,131
$
2,005,939
$
439,650
Other countries
308,256
36,208
401,213
56,720
367,399
54,435
Total
$
2,429,787
$
391,538
$
2,481,391
$
481,851
$
2,373,338
$
494,085