LONG-TERM DEBT | 9 Months Ended |
Dec. 29, 2013 |
LONG-TERM DEBT | ' |
LONG-TERM DEBT | ' |
4. LONG-TERM DEBT |
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A summary of long-term debt is as follows (in thousands): |
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| | March 31, | | December 29, | | | | | | | |
2013 | 2013 | | | | | | |
Credit facility, gross | | $ | 274,313 | | $ | 272,250 | | | | | | | |
Less unamortized discount | | (15,000 | ) | (15,931 | ) | | | | | | |
Credit facility, net | | 259,313 | | 256,319 | | | | | | | |
Less current maturities | | (2,750 | ) | (2,750 | ) | | | | | | |
Long-term debt, net of current maturities | | $ | 256,563 | | $ | 253,569 | | | | | | | |
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A summary of interest expense is as follows (in thousands): |
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| | Thirteen Weeks Ended | | Thirty-Nine Weeks Ended | |
| | December 30, | | December 29, | | December 30, | | December 29, | |
2012 | 2013 | 2012 | 2013 |
Interest on senior credit facility | | $ | 5,764 | | $ | 3,728 | | $ | 14,644 | | $ | 11,621 | |
Interest on subordinated promissory note payable to related party | | 219 | | — | | 658 | | — | |
Amortization of original issue discount | | 534 | | 833 | | 943 | | 2,439 | |
Amortization of deferred financing fees | | 354 | | 436 | | 978 | | 1,296 | |
Other interest expense, net | | 199 | | 64 | | 216 | | 89 | |
Total | | $ | 7,070 | | $ | 5,061 | | $ | 17,439 | | $ | 15,445 | |
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2013 Senior Credit Facility |
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In February 2013, Fairway Group Holdings Corp. and its wholly-owned subsidiary, Fairway Group Acquisition Company, as the borrower, entered into a senior secured credit facility consisting of a $275 million term loan (the “2013 Term Facility”) and a $40 million revolving credit facility, which includes a $40 million letter of credit sub-facility (the “2013 Revolving Facility” and together with the 2013 Term Facility, the “2013 Senior Credit Facility”), with the 2013 Term Facility maturing in August 2018 and the 2013 Revolving Facility maturing in August 2017. The Company used the proceeds from the 2013 Term Facility to repay the $264.5 million of outstanding borrowings (including accrued interest) under its 2012 senior credit facility and pay fees and expenses. On May 3, 2013, the 2013 Senior Credit Facility was amended to, among other things, lower the interest rate margins and eliminate the interest coverage ratio financial covenant. |
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Borrowings under the 2013 Senior Credit Facility, as amended, bear interest, at the option of the Company, at (i) adjusted LIBOR (subject to a 1.0% floor) plus 4.0% or (ii) an alternate base rate plus 3.0%. In addition, there is a fee payable quarterly in an amount equal to 1% per annum of the undrawn portion of the 2013 Revolving Facility, calculated based on a 360-day year. Interest is payable quarterly in the case of base rate loans and on the maturity dates or every three months, whichever is shorter, in the case of adjusted LIBOR loans. The 4.0% and 3.0% margins will each be reduced by 50 basis points at any time when the Company’s corporate family rating from Moody’s Investor Services Inc. is B2 or higher and the Company’s corporate rating from Standard & Poors Rating Service is B or higher, in each case with a stable outlook, and as long as certain events of default have not occurred. Prior to the May 2013 amendment, borrowings under the 2013 Senior Credit Facility bore interest, at the option of the Company, at (i) adjusted LIBOR (subject to a 1.25% floor) plus 5.50% or (ii) an alternate base rate plus 4.50%. |
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All of the borrower’s obligations under the 2013 Senior Credit Facility, as amended, are unconditionally guaranteed (the “Guarantees”) by the Company (other than the borrower and any future unrestricted subsidiaries as the Company may designate, at its discretion, from time to time) (the “Guarantors”). Additionally, the 2013 Senior Credit Facility and the Guarantees are secured by a first-priority perfected security interest in substantially all present and future assets of the borrower and each Guarantor, including accounts receivable, property and equipment, merchandise inventories, general intangibles, leases, intellectual property, investment property and intercompany notes among Guarantors. |
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Mandatory prepayments under the 2013 Senior Credit Facility, as amended, are required with: (i) 50% of adjusted excess cash flow (which percentage shall be reduced to 25% upon achievement and maintenance of a leverage ratio of less than 5.0:1.0, and to 0% upon achievement and maintenance of a leverage ratio of less than 4.0:1.0); (ii) 100% of the net cash proceeds of asset sales or other dispositions of property by the Company and certain of its subsidiaries (subject to certain exceptions and reinvestment provisions); and (iii) 100% of the net cash proceeds of issuances, offerings or placements of debt obligations (subject to certain exceptions). |
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The 2013 Senior Credit Facility, as amended, contains negative covenants, including restrictions on: (i) the incurrence of additional debt; (ii) liens and sale-leaseback transactions; (iii) loans and investments; (iv) guarantees and hedging agreements; (v) the sale, transfer or disposition of assets and businesses; (vi) dividends on, and redemptions of, equity interests and other restricted payments, including dividends and distributions to the Company by its subsidiaries; (vii) transactions with affiliates; (viii) changes in the business conducted by the Company; (ix) payment or amendment of subordinated debt and organizational documents; and (x) maximum capital expenditures. The Company is also required to comply with a financial covenant for maximum total leverage ratio. |
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The Company was in compliance with all applicable affirmative, negative and financial covenants of the 2013 Senior Credit Facility at December 29, 2013. |
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The 2013 Senior Credit Facility resulted in the Company capitalizing new deferred financing fees of approximately $800,000, to be amortized over the life of the loan on the effective interest method. These costs included administrative fees, advisory fees, title fees, and legal and accounting fees. |
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The Company reviewed the terms of the 2013 Senior Credit Facility and ascertained that the conditions have been met, pursuant to the FASB’s guidance, to treat the transaction as a debt modification of the Company’s 2012 senior credit facility. As a result, (i) the unamortized original issue discount of approximately $11.8 million relating to the 2012 senior credit facility and (ii) debt placement fees of approximately $3.6 million in connection with the 2013 Senior Credit Facility are collectively reflected as original issue discount, to be amortized over the life of the loan on the effective interest method. |
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The amendment of the 2013 Senior Credit Facility resulted in the Company capitalizing new deferred financing fees of approximately $500,000, to be amortized over the remaining life of the loan using the effective interest method. Additionally, as a result of the accounting treatment applied to this amendment, (i) the unamortized original issue discount of approximately $14.7 million relating to the 2013 Senior Credit Facility and (ii) debt placement fees of approximately $3.4 million in connection with the amendment, are collectively reflected as original issue discount, to be amortized over the life of the loan using the effective interest method. |
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At December 29, 2013, the Company had $18.4 million of availability under the 2013 Revolving Facility, all of which was available for letters of credit. At December 29, 2013, the Company had $21.6 million of letters of credit outstanding. |
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For the portion of the thirty-nine week period ended December 30, 2012 ending August 17, 2012, the Company had in effect its 2011 senior credit facility, which consisted of a $200 million term loan and a $35 million revolving credit facility. Borrowings under the 2011 senior credit facility bore interest, at the option of the Company, at (i) adjusted LIBOR (subject to a 1.5% floor) plus 6% or (ii) an alternate base rate plus 5%. |
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For the portion of the thirty-nine week period ended December 30, 2012 subsequent to August 17, 2012 and the thirteen weeks ended December 30, 2012, the Company had in effect its 2012 senior credit facility, which consisted of a $260 million term loan and a $40 million revolving credit facility. Borrowings under the 2012 senior credit facility bore interest, at the option of the Company, at (i) adjusted LIBOR (subject to a 1.5% floor) plus 6.75% or (ii) an alternate base rate plus 5.75%. |