Long-Term Debt and Credit Agreements | 9 Months Ended |
Nov. 02, 2013 |
Long-Term Debt and Credit Agreements | ' |
5. Long-Term Debt and Credit Agreements |
A summary of the components of the Company’s long-term debt is as follows: |
|
| November 2, | | | February 2, | |
2013 | 2013 |
Term Loan | $ | | 1,170,000 | | | $ | | 1,179,000 | |
Notes | | 400,000 | | | | 400,000 | |
Less: current portion of Term Loan | | (12,000 | ) | | | (12,000 | ) |
Long-term debt | $ | | 1,558,000 | | | $ | | 1,567,000 | |
Borrowings under ABL Facility | $ | | — | | | $ | | — | |
In connection with the Acquisition, we entered into debt financing comprised of (i) $1,450 million of senior secured credit facilities (the “Senior Credit Facilities”) consisting of (a) a $250 million, 5-year asset-based revolving credit facility (the “ABL Facility”) and (b) a $1,200 million, 7-year term loan credit facility due 2018 (the “Term Loan Facility”), and (ii) $400 million of 8.125% senior notes due 2019 (the “Notes”). |
Term Loan |
On December 18, 2012, the Term Loan Facility was amended to, among other things, (i) permit a one-time dividend to Chinos Intermediate Holdings B, Inc. (and by Chinos Intermediate Holdings B, Inc. to any of its direct or indirect parents) in an amount up to $200 million and (ii) modify certain exceptions to the restrictive covenants in the credit agreement governing the Term Loan Facility that restrict the ability of Chinos Intermediate Holdings B, Inc., Group and its subsidiaries to pay dividends on, or redeem or repurchase capital stock, prepay certain indebtedness and make investments. |
On February 4, 2013, the Company further amended the Term Loan Facility to, among other things, replace the $1,179 million in term loans outstanding immediately prior to the amendment with a new class of term loans, and reduce the applicable margin and LIBOR floor with respect to the new class of term loans. Borrowings under the Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at Group’s option, either (a) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs (subject to a floor) or (b) a base rate determined by reference to the highest of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50% and (3) a LIBOR determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%. Following the amendment, the applicable margin with respect to base rate borrowings is 2.00% and the LIBOR floor and applicable margin with respect to LIBOR borrowings are 1.00% and 3.00%, respectively. In addition, the Term Loan Facility provides for an incremental 0.25% step-down in applicable margin at any time on and after May 6, 2013 when Group’s corporate family rating, as publicly announced by Moody’s, is B1 or better. |
The Company is required to make principal repayments equal to 0.25% of the original $1,200 million principal amount of the Term Loan, or $3 million, on the last business day of January, April, July, and October. The Company is also required to repay the Term Loan based on annual excess cash flow as defined in the agreement, under certain circumstances. Borrowings under the Term Loan mature on March 7, 2018. |
The interest rate on the $1,170 million in outstanding LIBOR borrowings pursuant to the Term Loan Facility was 4.00% on November 2, 2013. |
ABL Facility |
On October 11, 2012, the Company entered into an amendment to the ABL Facility (the “First Amendment”) that extended the maturity date to October 11, 2017. The First Amendment also (i) reduced the pricing on loans, letters of credit and fees paid on unutilized commitments and (ii) modified certain financial and negative covenants. |
Average short-term borrowings under the ABL Facility were $3.3 million in the first nine months of fiscal 2013. Outstanding standby letters of credit were $5.7 million and excess availability, as defined, was $244.3 million at November 2, 2013. Additionally, the Company has an unsecured demand letter of credit facility with HSBC which provides for the issuance of up to $35 million of documentary letters of credit on a no fee basis. Outstanding letters of credit under this facility were $15.9 million and availability was $19.1 million at November 2, 2013. |
Interest expense |
A summary of the significant components of interest expense is as follows: |
|
| For the | | | For the | | |
Thirty-nine | Thirty-nine | |
Weeks Ended | Weeks Ended | |
November 2, 2013 | October 27, 2012 | |
Term Loan | $ | | 36,935 | | | $ | | 42,796 | | |
Notes | | 24,375 | | | | 24,375 | | |
Realized hedging losses | | 8,635 | | | | — | | |
Amortization of deferred financing costs | | 7,455 | | | | 7,201 | | |
Other, net of interest income | | 986 | | | | 488 | | |
Interest expense, net | $ | | 78,386 | | | $ | | 74,860 | | |
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