Long-term Debt | 3 Months Ended |
Nov. 02, 2013 |
Long-term Debt | ' |
Long-term Debt | ' |
6. Long-term Debt |
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The significant components of our long-term debt are as follows: |
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(in thousands) | | Interest | | November 2, | | | August 3, | | October 27, | |
Rate | 2013 | 2013 | 2012 |
| | | | (Successor) | | | (Predecessor) | | (Predecessor) | |
| | | | | | | | | | |
Asset-Based Revolving Credit Facility | | variable | | $ | 125,000 | | | $ | — | | $ | — | |
Senior Secured Term Loan Facility | | variable | | 2,950,000 | | | — | | — | |
Cash Pay Notes | | 8.00% | | 960,000 | | | — | | — | |
PIK Toggle Notes | | 8.75/9.50% | | 600,000 | | | — | | — | |
2028 Debentures | | 7.12% | | 121,875 | | | 122,077 | | 121,931 | |
Former Asset-Based Revolving Credit Facility | | variable | | — | | | 15,000 | | 175,000 | |
Former Senior Secured Term Loan Facility | | variable | | — | | | 2,560,000 | | 2,060,000 | |
Senior Subordinated Notes | | 10.38% | | — | | | — | | 500,000 | |
Total debt | | | | 4,756,875 | | | 2,697,077 | | 2,856,931 | |
Less: current portion of Senior Secured Term Loan Facility | | | | (29,500 | ) | | — | | — | |
Long-term debt | | | | $ | 4,727,375 | | | $ | 2,697,077 | | $ | 2,856,931 | |
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Asset-Based Revolving Credit Facility. On October 25, 2013, we entered into a credit agreement and related security and other agreements for a senior secured Asset-Based Revolving Credit Facility providing for a maximum of committed borrowing capacity of $800.0 million. The Asset-Based Revolving Credit Facility matures on October 25, 2018. On November 2, 2013, we had $125.0 million of borrowings outstanding under this facility, no outstanding letters of credit and $675.0 million of unused borrowing availability. |
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Availability under the Asset-Based Revolving Credit Facility is subject to a borrowing base. The Asset-Based Revolving Credit Facility includes borrowing capacity available for letters of credit (up to $150.0 million, with any such issuance of letters of credit reducing the amount available under the Asset-Based Revolving Credit Facility on a dollar for dollar basis) and for borrowings on same-day notice. The borrowing base is equal to at any time the sum of (a) 90% of the net orderly liquidation value of eligible inventory, net of certain reserves, plus (b) 90% of the amounts owed by credit card processors in respect of eligible credit card accounts constituting proceeds from the sale or disposition of inventory, less certain reserves, plus (c) 100% of segregated cash held in a restricted deposit account. We must at all times maintain excess availability of at least the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, but we are not required to maintain a fixed charge coverage ratio unless excess availability is below such levels. |
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The Asset-Based Revolving Credit Facility permits us to increase commitments under the Asset-Based Revolving Credit Facility or add one or more incremental term loans to the Asset-Based Revolving Credit Facility by an amount not to exceed $300.0 million. However, the lenders are under no obligation to provide any such additional commitments or loans, and any increase in commitments or incremental term loans will be subject to customary conditions precedent. If we were to request any such additional commitments and the existing lenders or new lenders were to agree to provide such commitments, the size of the Asset-Based Revolving Credit Facility could be increased to up to $1,100.0 million, but our ability to borrow would still be limited by the amount of the borrowing base. The cash proceeds of any incremental term loans may be used for working capital and general corporate purposes. |
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At November 2, 2013, borrowings under the Asset-Based Revolving Credit Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of 1) the prime rate of Deutsche Bank AG New York Branch (the administrative agent), 2) the federal funds effective rate plus ½ of 1.00% or 3) the adjusted one-month LIBOR plus 1.00% or (b) LIBOR, subject to certain adjustments, in each case plus an applicable margin. The applicable margin is up to 0.75% with respect to base rate borrowings and up to 1.75% with respect to LIBOR borrowings. The applicable margin is subject to adjustment based on the historical excess availability under the Asset-Based Revolving Credit Facility. The applicable margin with respect to outstanding LIBOR borrowings was 1.50% at November 2, 2013. The interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 1.67% at November 2, 2013. In addition, we are required to pay a commitment fee in respect of unused commitments 0.25% per annum. We must also pay customary letter of credit fees and agency fees. |
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If at any time the aggregate amount of outstanding revolving loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Asset-Based Revolving Credit Facility exceeds the lesser of (a) the commitment amount and (b) the borrowing base, we will be required to repay outstanding loans or cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. If the amount available under the Asset-Based Revolving Credit Facility is less than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, funds held in a collection account maintained with the agent would be applied to repay certain loans and, if an event of default has occurred, cash collateralize letters of credit. We would then be required to make daily deposits in the collection account maintained with the agent under the Asset-Based Revolving Credit Facility. |
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We may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. There is no scheduled amortization under the Asset-Based Revolving Credit Facility; the principal amount of the revolving loans outstanding thereunder will be due and payable in full on October 25, 2018, unless extended. |
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Our Asset-Based Revolving Credit Facility is guaranteed by Holdings and each of our current and future direct and indirect wholly owned subsidiaries (the Guarantors) other than (i) unrestricted subsidiaries, (ii) certain immaterial subsidiaries, (iii) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (iv) certain holding companies of foreign subsidiaries, (v) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (vi) any subsidiary that is prohibited by applicable law or contractual obligation from guaranteeing our Asset-Based Revolving Credit Facility or which would require governmental approval to provide a guarantee (unless such approval has been received). All obligations under the Asset-Based Revolving Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of our assets and those of NMG and the Guarantors. |
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The facility contains covenants limiting dividends and other restricted payments, investments, loans, advances and acquisitions, and prepayments or redemptions of other indebtedness. These covenants permit such restricted actions in an unlimited amount, subject to the satisfaction of certain payment conditions, principally that we must have pro forma excess availability under the Asset-Based Revolving Credit Facility equal to at least $90.0 million or 15% of the lesser of (a) the revolving commitments under the facility and (b) the borrowing base, and, if pro forma excess availability is equal to or less than the greater of $200.0 million or 25% of the lesser of (1) the revolving commitments under the facility and (2) the borrowing base, that we have a pro forma ratio of consolidated EBITDA to consolidated fixed charges of at least 1.0 to 1.0. The Asset-Based Revolving Credit Facility also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million. |
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Senior Secured Term Loan Facility. On October 25, 2013, we entered into a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At November 2, 2013, the outstanding balance under our Senior Secured Term Loan Facility was $2,950.0 million. The principal amount of the loans outstanding is due and payable in full on October 25, 2020. |
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The Senior Secured Term Loan Facility permits the Company to increase the term loans or add a separate tranche of term loans by an amount not to exceed $650.0 million plus an unlimited amount that would result (i) in the case of any incremental term loan facility to be secured equally and ratably with the term loans, a senior secured first lien net leverage ratio equal to or less than 4.25 to 1.00 and (ii) in the case of any incremental term loan facility to be secured on a junior basis to the term loans, to be subordinated in right of payment to the term loans or, in the case of certain incremental equivalent loan debt, to be unsecured and pari passu in right of payment to the term loans, a total net leverage ratio equal to the total net leverage ratio as of October 25, 2013. |
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At November 2, 2013, borrowings under the Senior Secured Term Loan Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the higher of 1) the prime rate of Credit Suisse AG (the administrative agent), 2) the federal funds effective rate plus ½ of 1.00% and 3) the adjusted one-month LIBOR plus 1.00% or (b) an adjusted LIBOR (for a period equal to the relevant interest period, and in any event, never less than 1.00%), subject to certain adjustments, in each case plus an applicable margin. The applicable margin is up to 3.00% with respect to base rate borrowings and up to 4.00% with respect to LIBOR borrowings. The applicable margin is subject to adjustment based on the senior secured first lien net leverage ratio. The applicable margin with respect to outstanding LIBOR borrowings was 4.00% at November 2, 2013. The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 5.00% at November 2, 2013. |
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Subject to certain exceptions and reinvestment rights, our Senior Secured Term Loan Facility requires that 100% of the net cash proceeds from certain asset sales and debt issuances and 50% (subject to step downs based on our senior secured first lien net leverage ratio) from excess cash flow, as defined, for each of our fiscal years (commencing with the period ending July 26, 2015) must be used to pay down outstanding borrowings under our Senior Secured Term Loan Facility. |
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Depending on the Company’s senior secured first lien net leverage ratio as defined in the credit agreement governing the Senior Secured Term Loan Facility, we could be required to prepay outstanding term loans from a certain portion of our annual excess cash flow, as defined in the credit agreement. Required excess cash flow payments commence at 50% of our annual excess cash flow (which percentage will be reduced to 25% if our senior secured first lien net leverage ratio, as defined in the credit agreement, is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 and will be reduced to 0% if our senior secured first lien net leverage ratio is equal to or less than 3.5 to 1.0). We also must offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the proceeds of certain asset sales under certain circumstances. |
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We may repay all or any portion of the outstanding Senior Secured Term Loan Facility at any time, subject to redeployment costs in the case of prepayment of LIBOR borrowings other than the last day of the relevant interest period. The Senior Secured Term Loan Facility amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the original principal amount thereof, less any voluntary or mandatory prepayments, with the remaining balance due at final maturity. |
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Our Senior Secured Term Loan Facility is guaranteed by Holdings and the Guarantors other than (i) unrestricted subsidiaries, (ii) certain immaterial subsidiaries, (iii) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (iv) certain holding companies of foreign subsidiaries, (v) not for profit subsidiaries, and (vi) any subsidiary that is prohibited by applicable law or contractual obligation from guaranteeing our Senior Secured Term Loan Facility or which would require governmental approval to provide a guarantee (unless such approval has been received). All obligations under the Senior Secured Term Loan Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of our assets and those of NMG and the Guarantors. |
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The credit agreement governing the Senior Secured Term Loan Facility contains a number of negative covenants and covenants related to the security arrangements for the Senior Secured Term Loan Facility. The credit agreement also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million. |
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Cash Pay Notes. In connection with the Acquisition, we incurred indebtedness in the form of $960.0 million aggregate principal amount of 8.00% senior Cash Pay Notes. Interest on the Cash Pay Notes is payable semi-annually in arrears on each April 15 and October 15. The Cash Pay Notes were assumed by us as a result of the Acquisition and are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility. The Cash Pay Notes are unsecured and the guarantees are full and unconditional. The Cash Pay Notes include certain restrictive covenants and a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million. Our Cash Pay Notes mature on October 15, 2021. |
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For a more detailed description of the Cash Pay Notes, refer to our Current Report on Form 8-K filed on October 29, 2013. |
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PIK Toggle Notes. In connection with the Acquisition, we incurred indebtedness in the form of $600.0 million aggregate principal amount of our 8.75%/9.50% senior PIK Toggle Notes. Interest on the PIK Toggle Notes is payable semi-annually in arrears on each April 15 and October 15. Interest on the PIK Toggle Notes will be paid entirely in cash for the first two interest payments and thereafter may be paid (a) entirely in cash (Cash Interest), (b) entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest (PIK Interest), or (c) 50% in Cash Interest and 50% in PIK Interest, subject to certain restrictions on the timing and number of elections of PIK Interest or partial PIK Interest payments. Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum. PIK Interest on the PIK Toggle Notes accrues at a rate of 9.50% per annum. The PIK Toggle Notes were assumed by us as a result of the Acquisition and are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility. The PIK Toggle Notes are unsecured and the guarantees are full and unconditional. The PIK Toggle Notes include certain restrictive covenants and a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million. Our PIK Toggle Notes mature on October 15, 2021. |
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For a more detailed description of the PIK Toggle Notes, refer to our Current Report on Form 8-K filed on October 29, 2013. |
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2028 Debentures. NMG has outstanding $125.0 million aggregate principal amount of its 7.125% 2028 Debentures. NMG equally and ratably secures its 2028 Debentures by a first lien security interest on certain collateral subject to liens granted under the Senior Secured Credit Facilities. The 2028 Debentures are guaranteed on an unsecured, senior basis by us. Our guarantee is full and unconditional. Currently, our non-guarantor subsidiaries consist principally of Bergdorf Goodman, Inc., through which NMG conducts the operations of its Bergdorf Goodman stores, and NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations. The 2028 Debentures include certain restrictive covenants and a cross-acceleration provision in respect of any other indebtedness that has an aggregate principal amount exceeding $15.0 million. Our 2028 Debentures mature on June 1, 2028. |
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For a more detailed description of the 2028 Debentures, refer to Note 6 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 3, 2013. |
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Former Asset-Based Revolving Credit Facility. In connection with the Acquisition, we repaid all outstanding obligations of $145.0 million under the Former Asset-Based Revolving Credit Facility and terminated the facility on October 25, 2013. This facility was replaced by the Asset-Based Revolving Credit Facility. |
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Former Senior Secured Term Loan Facility. In connection with the Acquisition, we repaid the outstanding balance of $2,433.1 million under our Former Senior Secured Term Loan Facility on October 25, 2013. This facility was replaced by the Senior Secured Term Loan Facility. |
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Retirement of Previously Outstanding Senior Subordinated Notes. In November 2012, we repurchased and cancelled $294.2 million principal amount of Senior Subordinated Notes through a tender offer and redeemed the remaining $205.8 million principal amount of Senior Subordinated Notes on December 31, 2012 (after which no Senior Subordinated Notes remained outstanding). NMG’s payments to holders of the Senior Subordinated Notes in the tender offer and redemption (including transaction costs), taken together, aggregated approximately $510.7 million. |
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Maturities of Long-term Debt. Annual maturities of long-term debt outstanding at November 2, 2013 during the current and next five fiscal years and thereafter are as follows (in millions): |
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November 3, 2013 through August 2, 2014 | | $ | 22.1 | | | | | | | | | | |
2015 | | | 29.5 | | | | | | | | | | |
2016 | | 29.5 | | | | | | | | | | |
2017 | | 29.5 | | | | | | | | | | |
2018 | | 29.5 | | | | | | | | | | |
2019 | | 154.5 | | | | | | | | | | |
Thereafter | | 4,462.30 | | | | | | | | | | |
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The previous table does not reflect voluntary prepayments or future excess cash flow prepayments, if any, that may be required under the Senior Secured Term Loan Facility. |
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Interest Expense. The significant components of interest expense are as follows: |
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| | Thirteen weeks ended | | | | | | | |
(in thousands) | | November 2, | | October 27, | | | | | | | |
2013 | 2012 | | | | | | |
| | (Predecessor) | | (Predecessor) | | | | | | | |
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Asset-Based Revolving Credit Facility | | $ | 75 | | $ | — | | | | | | | |
Senior Secured Term Loan Facility | | 3,687 | | — | | | | | | | |
Cash Pay Notes | | 2,773 | | — | | | | | | | |
PIK Toggle Notes | | 1,896 | | — | | | | | | | |
2028 Debentures | | 2,226 | | 2,226 | | | | | | | |
Former Asset-Based Revolving Credit Facility | | 477 | | 846 | | | | | | | |
Former Senior Secured Term Loan Facility | | 22,521 | | 24,734 | | | | | | | |
Senior Subordinated Notes | | — | | 12,968 | | | | | | | |
Amortization of debt issue costs | | 2,466 | | 2,107 | | | | | | | |
Other, net | | 1,334 | | 2,223 | | | | | | | |
Capitalized interest | | (140 | ) | (13 | ) | | | | | | |
Interest expense, net | | $ | 37,315 | | $ | 45,091 | | | | | | | |
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We recorded interest expense of $8.4 million during the first quarter of fiscal year 2014 related to debt incurred as a result of the Acquisition. |