DEBT AND CAPITAL LEASES | 3 Months Ended |
Mar. 25, 2014 |
Debt Disclosure [Abstract] | ' |
DEBT AND CAPITAL LEASES | ' |
DEBT AND CAPITAL LEASES |
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Secured Credit Facilities |
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Secured Credit Facilities—In 2010, Operations entered into the secured credit facilities (the “Secured Credit Facilities”). The Secured Credit Facilities were subsequently amended in 2012, 2013 and 2014. As amended through March 25, 2014, the Secured Credit Facilities were comprised of (i) a $301.1 million term loan facility, and (ii) a revolving credit facility with $107.3 million available for borrowing as of March 25, 2014, after deducting $19.6 million of standby letters of credit outstanding and $11.2 million of outstanding borrowings. In addition, the credit agreement governing the Secured Credit Facilities included an accordion feature which provided, subject to lender participation, for increases in the combined revolving and term loan capacity of the Secured Credit Facilities by incremental amounts of (x) $75.0 million, and, after full utilization of such $75.0 million, (y) an additional incremental amount subject to and determined by certain financial covenants. |
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As of March 25, 2014, the interest rate on the term loan facility was the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0% and the maturity date of the term loan facility is July 24, 2020. |
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As of March 25, 2014, the revolving credit facility was comprised of two tranches of revolving credit commitments. As of such date, the first tranche of revolving credit commitments (“Tranche A”) had capacity of $3.1 million, which was reduced by $3.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A. As each outstanding standby letter of credit supported by Tranche A matures, the total Tranche A commitment is reduced to the remaining balance of outstanding standby letters of credit thereunder. Tranche A matures on November 30, 2015. |
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As of March 25, 2014, the second tranche of revolving credit commitments (“Tranche B”) had capacity of $135.0 million, which was reduced by $16.5 million of standby letters of credit outstanding and $11.2 million of outstanding borrowings, leaving $107.3 million available for borrowing. Tranche B matures on September 30, 2018 and bears interest at a rate of LIBOR plus a margin of 3.0% per annum. Operations is required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable quarterly in arrears. |
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The credit agreement, as amended through March 25, 2014, contains a senior secured leverage ratio covenant (the “Senior Secured Leverage Ratio”). The Senior Secured Leverage Ratio, defined in the credit agreement as Consolidated Senior Secured Debt (exclusive of the Senior Notes) to Consolidated EBITDA (Adjusted EBITDA), required Operations and its restricted subsidiaries to maintain a leverage ratio of no greater than 4.00:1.00 as of the end of each fiscal quarter. As of March 25, 2014, Operations' leverage ratio was 1.88:1.00. |
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The amendments to the Secured Credit Facilities made during 2012, 2013 and 2014 included, among other things, the following key modifications: |
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On November 16, 2012, Operations entered into the first amendment to the credit agreement governing the Secured Credit Facilities, which reduced the interest rate on the term loan facility to the higher of (i) 5.0% or (ii) an elected LIBOR plus a margin of 3.75%. |
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On July 24, 2013, Operations entered into a second amendment to the credit agreement governing the Secured Credit Facilities to reduce the interest rate on the term loan facility, increase the principal borrowed under the term loan facility, extend the maturity date of the term loan facility, eliminate the quarterly principal payment requirement under the term loan facility, increase the amount of permissible incremental facilities and modify certain financial covenants and non-financial terms and conditions associated with the credit agreement governing the Secured Credit Facilities. The interest rate on the term loan facility was reduced to the higher of (i) 4.25% or (ii) an elected LIBOR plus a margin of 3.25%, with an additional reduction to the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0%, upon successful completion of an initial public offering with proceeds of at least $50.0 million, which condition was satisfied on September 25, 2013, by the receipt by Operations, by way of contribution, of the net proceeds from the completion of our IPO. The term loan facility principal balance was increased to $301.1 million and the maturity date of the term loan facility was extended to July 24, 2020. |
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On August 30, 2013, Operations entered into a third amendment to the credit agreement governing the Secured Credit Facilities to conditionally secure the $135.0 million incremental revolving credit commitment (Tranche B). The third amendment became effective on September 30, 2013, subsequent to the satisfaction of certain conditions, including the receipt by Operations, by way of contribution, of more than $150.0 million of proceeds from the completion of our IPO. The Tranche B $135.0 million revolving credit commitments mature on September 30, 2018 and borrowings will bear interest at a rate of LIBOR plus a margin of 3.0% per annum. Additionally, the third amendment reduced the existing $50.0 million revolving credit commitment (Tranche A) to $19.6 million, the amount of standby letters of credit outstanding as of the effective date of the third amendment. |
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On February 21, 2014, Operations entered into a fourth amendment to the credit agreement governing the Secured Credit Facilities which made only administrative changes to such credit agreement. |
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Subsequent to the twelve weeks ended March 25, 2014, on April 11, 2014, Operations entered into a fifth amendment to the credit agreement governing the Secured Credit Facilities to (1) provide an aggregate of $350.0 million of additional senior secured term loans under the existing term loan facility, (2) ease the Senior Secured Leverage Ratio as it relates to (a) payments of excess cash flow and (b) the financial covenant relating to the revolving credit commitments under the credit agreement, (3) modify the accordion feature under the credit agreement to be calculated as (x) $50.0 million, plus (y) after the full utilization of the amount available under clause (x), an additional amount of incremental term or revolving commitments, so long as the Senior Secured Leverage Ratio does not exceed 3.75:1.00, and (4) make other administrative changes to the credit agreement. The Senior Secured Leverage Ratio, as amended, requires Operations and its restricted subsidiaries to maintain a Senior Secured Leverage Ratio of no greater than 5.00:1.00. Incremental borrowings under the term loan facility will bear interest at the same rate as the existing term loans, which is the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0%. The incremental term loan continues to mature on July 24, 2020. See Note 16. |
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Operations repaid outstanding borrowings of $11.2 million under the revolving credit facility on April 11, 2014. |
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As of April 24, 2014, the Secured Credit Facilities are comprised of (i) a $651.1 million term loan facility, and (ii) a revolving credit facility with $118.5 million available for borrowing as of April 24, 2014, after deducting $18.1 million of standby letters of credit outstanding. |
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All obligations under the Secured Credit Facilities are guaranteed by Operations' Parent and each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of ClubCorp, other than certain excluded subsidiaries (collectively, the “guarantors”). The Secured Credit Facilities are secured, subject to permitted liens and other exceptions, by a first-priority perfected security interest in substantially all the assets of the guarantors, including, but not limited to (1) a perfected pledge of all the domestic capital stock owned by Operations and the guarantors, and (2) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned property of Operations and the guarantors, subject to certain exclusions. |
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Operations is generally required to make interest payments on the last business day of each of March, June, September and December. Operations may be required to prepay the outstanding term loan facility by a percentage of excess cash flows, as defined by the Secured Credit Facilities, each fiscal year end after their annual consolidated financial statements are delivered, which percentage may decrease or be eliminated depending on the results of the Senior Secured Leverage Ratio test at the end of each fiscal year. Additionally, Operations is required to prepay the term loan facility with proceeds from certain asset sales, borrowings and certain insurance claims as defined by the Secured Credit Facilities. |
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Operations may voluntarily repay outstanding loans under the Secured Credit Facilities in whole or in part upon prior notice without premium or penalty, other than certain fees incurred in connection with repaying, refinancing, substituting or replacing the existing term loans with new indebtedness. |
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Operations is also required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable in arrears on the last business day of each March, June, September and December. |
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The credit agreement governing the Secured Credit Facilities limits Operations' Parent's and Operations' (and most or all of Operations' Parent's subsidiaries') ability to: |
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• | create, incur, assume or suffer to exist any liens on any of their assets; | | | | | | | | | | | | | | |
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• | make or hold any investments (including loans and advances); | | | | | | | | | | | | | | |
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• | incur or guarantee additional indebtedness; | | | | | | | | | | | | | | |
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• | enter into mergers or consolidations; | | | | | | | | | | | | | | |
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• | conduct sales and other dispositions of property or assets; | | | | | | | | | | | | | | |
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• | pay dividends or distributions on capital stock or redeem or repurchase capital stock; | | | | | | | | | | | | | | |
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• | change the nature of the business; | | | | | | | | | | | | | | |
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• | enter into transactions with affiliates; and | | | | | | | | | | | | | | |
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• | enter into burdensome agreements. | | | | | | | | | | | | | | |
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Operations incurred debt issuance costs in conjunction with the issuance of the Secured Credit Facilities of $6.8 million. These have been capitalized and are being amortized over the term of the loan. Operations incurred additional debt issuance costs of $0.8 million in conjunction with the amendment entered into on November 16, 2012, $4.4 million in conjunction with the second amendment entered into on July 24, 2013 and $3.4 million in conjunction with the third amendment entered into on August 30, 2013. These have also been capitalized and are being amortized over the remaining term of the loan. In conjunction with the fifth amendment entered into on April 11, 2014, Operations incurred $3.0 million in debt issuance costs; $1.2 million of these costs will capitalized and amortized over the remaining term of the loan, while $1.8 million will be expensed in the period incurred. |
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Senior Notes |
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On November 30, 2010, Operations issued $415.0 million in senior unsecured notes (the “Senior Notes”) with registration rights, bearing interest at 10.0% and maturing December 1, 2018. The interest is payable semiannually in arrears on June 1 and December 1 each year, beginning June 1, 2011. These notes are fully and unconditionally guaranteed on a joint and several basis by most of Operations' subsidiaries (“Guarantor Subsidiaries”), each of which is one hundred percent owned by Operations. The Senior Notes are not guaranteed by certain of Operations' subsidiaries (“Non-Guarantor Subsidiaries”). The indenture governing the Senior Notes limits our (and most or all of Operations' subsidiaries') ability to: |
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• | incur, assume or guarantee additional indebtedness; | | | | | | | | | | | | | | |
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• | pay dividends or distributions on capital stock or redeem or repurchase capital stock; | | | | | | | | | | | | | | |
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• | make investments; | | | | | | | | | | | | | | |
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• | enter into agreements that restrict the payment of dividends or other amounts by subsidiaries to us; | | | | | | | | | | | | | | |
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• | sell stock of our subsidiaries; | | | | | | | | | | | | | | |
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• | transfer or sell assets; | | | | | | | | | | | | | | |
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• | create liens; | | | | | | | | | | | | | | |
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• | enter into transactions with affiliates; and | | | | | | | | | | | | | | |
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• | enter into mergers or consolidations. | | | | | | | | | | | | | | |
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Subject to certain exceptions, the indenture governing these notes permits Operations and its restricted subsidiaries to incur additional indebtedness, including secured indebtedness. |
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Operations incurred debt issuance costs in conjunction with the issuance of the Senior Notes of $9.1 million. These were capitalized and were being amortized over the term of the Senior Notes. |
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On October 28, 2013, Operations repaid $145.3 million in aggregate principal of the $415.0 million in Senior Notes, plus approximately $5.9 million in accrued and unpaid interest thereon, and $14.5 million of redemption premium. This redemption is pursuant to a provision in the indenture governing the Senior Notes that permits the redemption of up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offering proceeds at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In conjunction with this partial redemption, we expensed the proportionate share of the unamortized debt issuance costs of $2.3 million during the fiscal year ended December 31, 2013. |
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Subsequent to the twelve weeks ended March 25, 2014, on April 11, 2014, Operations provided notice to the trustee for the Senior Notes that Operations had elected to redeem all of the remaining outstanding Senior Notes at a redemption price of 110.18%, plus accrued and unpaid interest thereon, on May 11, 2014. Operations irrevocably deposited with the trustee $309.2 million, which is the amount sufficient to fund the redemption and to satisfy and discharge Operations' obligations under the Senior Notes and the indenture governing the Senior Notes. This redemption was made pursuant to a provision in the indenture governing the Senior Notes, which allows for redemption prior to December 1, 2014 at a price equal to the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus the Make-Whole Premium. The “Make-Whole Premium” is defined as the greater of (1) 1% of the principal amount of the Senior Notes being redeemed or (2) the excess of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes being redeemed at December 1, 2014 plus (ii) all remaining required interest payments due on such Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the then outstanding principal amount of the Senior Notes being redeemed. The Make-Whole-Premium of $27.5 million and the write-off of remaining unamortized debt issuance costs of $4.0 million will be accounted for as loss on extinguishment of debt during the period extinguished. See Note 16. |
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Mortgage Loans |
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General Electric Capital Corporation (“GECC”)—In July 2008, we entered into a secured mortgage loan with GECC for $32.0 million with an original maturity of July 2011. During the fiscal year ended December 27, 2011, we extended the term of the loan to July 2012. Effective August 1, 2012, we amended the loan agreement with GECC which extended the maturity to November 2015 with two additional twelve month options to extend through November 2017 upon satisfaction of certain conditions of the loan agreement. As of March 25, 2014, we expect to meet the required conditions and currently intend to extend the loan with GECC to November 2017. |
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BancFirst—In May 2013, we assumed a mortgage loan with BancFirst for $5.0 million with an original maturity of October 2014 and two twelve month options to extend the maturity through October 2016 upon satisfaction of certain conditions in the loan agreement. As of March 25, 2014, we expect to meet the required conditions and currently intend to extend the loan with BancFirst to October 2016. |
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Long-term borrowings and lease commitments of the Company as of March 25, 2014 and December 31, 2013, are summarized below: |
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| March 25, 2014 | | December 31, 2013 | | | | |
| Carrying Value | Interest Rate | | Carrying Value | Interest Rate | | Interest Rate Calculation | | Maturity |
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Senior Notes | $ | 269,750 | | 10 | % | | $ | 269,750 | | 10 | % | | Fixed | | 2018 |
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Secured Credit Facilities | | | | | | | | | | | |
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Term Loan | 301,106 | | 4 | % | | 301,106 | | 4 | % | | Greater of (i) 4.0% or (ii) an elected LIBOR + 3.0% | | 2020 |
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Revolving Credit Borrowings - Tranche A ($3,093 capacity) (1) | — | | 6 | % | | — | | 6 | % | | Greater of (i) 6.0% or (ii) an elected LIBOR + 4.5% | | 2015 |
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Revolving Credit Borrowings - Tranche B ($135,000 capacity) (2) | 11,200 | | 3.16 | % | | — | | 3.25 | % | | LIBOR plus a margin of 3.0% | | 2018 |
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Mortgage Loans | | | | | | | | | | | |
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General Electric Capital Corporation | 30,208 | | 6 | % | | 30,313 | | 6 | % | | 5.00% plus the greater of (i) three month LIBOR or (ii) 1% | | 2017 |
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Notes payable related to certain Non-Core Development Entities | 11,837 | | 9 | % | | 11,837 | | 9 | % | | Fixed | | -3 |
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Atlantic Capital Bank | 3,453 | | 4.5 | % | | 3,493 | | 4.5 | % | | Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5% | | 2015 |
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BancFirst | 4,574 | | 4.5 | % | | 4,652 | | 4.5 | % | | Greater of (i) 4.5% or prime rate | | 2016 |
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Other indebtedness | 2,489 | | 4.75% - 8.00% | | | 2,837 | | 4.75% - 8.00% | | | Fixed | | Various |
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| 634,617 | | | | 623,988 | | | | | | |
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Capital leases | 25,177 | | | | 25,691 | | | | | | |
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| 659,794 | | | | 649,679 | | | | | | |
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Less current portion | (11,614 | ) | | | (11,567 | ) | | | | | |
| $ | 648,180 | | | | $ | 638,112 | | | | | | |
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-1 | As of March 25, 2014, Tranche A had capacity of $3.1 million, which was reduced by $3.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A. | | | | | | | | | | | | | | |
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-2 | As of March 25, 2014, Tranche B had capacity of $135.0 million, which was reduced by the $11.2 million outstanding balance and $16.5 million of standby letters of credit outstanding, leaving $107.3 million available for borrowing. | | | | | | | | | | | | | | |
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-3 | Notes payable related to certain Non-Core Development Entities are payable through the cash proceeds related to the sale of certain real estate held by these Non-Core Development Entities. | | | | | | | | | | | | | | |
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The amount of long-term debt maturing in each of the five years subsequent to 2013 and thereafter is as follows. This table reflects the contractual maturity dates as of March 25, 2014. |
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Year | Debt | | Capital Leases | | Total | | | | |
Remainder of 2014 | $ | 1,150 | | | $ | 7,663 | | | $ | 8,813 | | | | | |
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2015 | 4,730 | | | 8,719 | | | 13,449 | | | | | |
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2016 | 4,568 | | | 5,537 | | | 10,105 | | | | | |
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2017 | 28,885 | | | 2,707 | | | 31,592 | | | | | |
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2018 (1) | 281,280 | | | 542 | | | 281,822 | | | | | |
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Thereafter | 314,004 | | | 9 | | | 314,013 | | | | | |
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Total | $ | 634,617 | | | $ | 25,177 | | | $ | 659,794 | | | | | |
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-1 | As described above, subsequent to the twelve weeks ended March 25, 2014, on April 11, 2014, Operations entered into a fifth amendment to the credit agreement governing the Secured Credit Facilities which increased the term loan facility principal balance to $651.1 million. Operations used a portion of the proceeds from the incremental term loan borrowing to irrevocably deposit with the trustee an amount sufficient to pay principal, interest and a redemption premium in order to redeem the Senior Notes. Additionally, Operations used a portion of the proceeds to repay the outstanding balance on the revolving credit facility. The $11.2 million outstanding balance on the revolving credit facility and the $269.8 million outstanding balance on the Senior Notes are both shown in 2018 which were the contractual maturity dates as of March 25, 2014. | | | | | | | | | | | | | | |