Debt | 10. DEBT As provided in Note 1, all indebtedness is an obligation of USF, and its subsidiaries. USF’s debt consisted of the following (in thousands): Debt Description Maturity Interest rate at July 2, 2016 July 2, 2016 January 2, 2016 ABL Facility October 20, 2020 5.25% $ 9,000 $ — 2012 ABS Facility September 30, 2018 1.60 265,000 586,000 Amended and Restated 2016 Term Loan (net of $14,334 of unamortized deferred financing costs, respectively) June 27, 2023 4.00 2,185,666 — Amended 2011 Term Loan (net of $9,848 of unamortized deferred financing costs, respectively) — — — 2,037,652 2016 Senior Notes (net of $7,661 of unamortized deferred financing costs) June 15, 2024 5.88 592,339 — Old Senior Notes (net of $13,441 of unamortized deferred financing costs) — — — 1,334,835 CMBS Fixed Facility (net of $1,013 and $1,473 of unamortized deferred financing costs, respectively) August 1, 2017 6.38 471,378 470,918 Obligations under capital leases 2018–2025 2.67 - 6.18 314,751 270,406 Other debt 2018–2031 5.75 - 9.00 33,132 33,325 Total debt 3,871,266 4,733,136 Add unamortized premium — 11,652 Current portion of long-term debt (73,077 ) (62,639 ) Long-term debt $ 3,798,189 $ 4,682,149 At July 2, 2016, $1.4 billion of the total debt was at a fixed rate and $2.5 billion was at a floating rate. Debt Transactions IPO Proceeds As discussed in Note 1, Overview and Basis of Presentation, in June 2016, US Foods completed its IPO. Net proceeds of $1,114 million were used to redeem $1,090 million in principal of USF’s Old Senior Notes and pay the related $23 million early redemption premium. The balance of the Old Senior Notes was redeemed with proceeds from the June 2016 refinancings further discussed below. June 2016 Refinancings In June 2016, USF entered into a series of transactions to refinance the $2,042 million principal of its senior secured term loan (the “Amended 2011 Term Loan”) and redeem the remaining $258 million principal of its Old Senior Notes. The Amended 2011 Term Loan was amended and restated to, among other things, increase the aggregate principal outstanding to $2,200 million (the “Amended and Restated 2016 Term Loan”). Additionally, USF issued $600 million in principal amount of 2016 Senior Notes. • Amended and Restated 2016 Term Loan Agreement – USF performed an analysis, by creditor, to determine if the terms of the newly Amended and Restated 2016 Term Loan were substantially different from the previous term loan facility. Based upon the analysis, it was determined that pre-existing lenders holding a significant portion of the previous term loan facility either elected not to participate in the newly amended facility, or had terms that were substantially different from their original loan agreements. As a result, a portion of the transaction was accounted for as an extinguishment of debt and the contemporaneous acquisition of new debt. Pre-existing lenders holding the remaining portion of the newly amended facility that had terms that were not substantially different from their original loan agreements were accounted for as a debt modification. • Old Senior Notes – The debt redemption and refinancing transactions completed in June 2016 resulted in a loss on extinguishment of debt of $42 million, consisting of a $29 million early redemption premium related to the Old Senior Notes, $7 million of lender and third party fees, and a $6 million write-off of certain pre-existing unamortized debt issuance costs and premiums related to the refinanced and redeemed facilities. Unamortized debt issuance costs of $4 million related to the portion of the Amended 2011 Term Loan refinancing accounted for as a debt modification will be carried forward and amortized through June 27, 2023—the maturity date of the Amended and Restated 2016 Term Loan. Following is a description of each of USF’s debt instruments outstanding as of July 2, 2016: Revolving Credit Agreement– As of July 2, 2016, USF had $9 million of outstanding borrowings and had issued letters of credit totaling $391 million under the ABL Facility. Outstanding letters of credit included: (1) $70 million issued to secure USF’s obligations with respect to certain facility leases, (2) $318 million issued in favor of certain commercial insurers securing USF’s obligations with respect to its self-insurance program, and (3) $3 million in letters of credit for other obligations. There was available capacity on the ABL Facility of $881 million at July 2, 2016. As of July 2, 2016, on Tranche A-1 borrowings, USF can periodically elect to pay interest at an alternative base rate (“ABR”), as defined in USF’s credit agreements, plus 1.75% or the London Inter Bank Offered Rate (“LIBOR”) plus 2.75%. On Tranche A borrowings, USF can periodically elect to pay interest at ABR plus 0.50% or LIBOR plus 1.50%. The ABL Facility also carries letter of credit fees of 1.25% and an unused commitment fee of 0.25%. Accounts Receivable Financing Program– The maximum capacity under the 2012 ABS Facility is $800 million. Borrowings under the 2012 ABS Facility were $265 million and $586 million at July 2, 2016 and January 2, 2016, respectively. USF, at its option, can request additional borrowings up to the maximum commitment, provided sufficient eligible receivables are available as collateral. There was available capacity on the 2012 ABS Facility of $446 million at July 2, 2016 based on eligible receivables as collateral. The portion of the 2012 ABS Facility held by the lenders who fund the 2012 ABS Facility with commercial paper bears interest at the lender’s commercial paper rate, plus any other costs associated with the issuance of commercial paper plus 1.00%, and an unused commitment fee of 0.55%. The portion of the 2012 ABS Facility held by lenders that do not fund the 2012 ABS Facility with commercial paper bears interest at LIBOR plus 1.00%, and an unused commitment fee of 0.55%. Amended and Restated 2016 Term Loan Agreement– 2016 Senior Notes– CMBS Fixed Facility– Other Debt– Security Interests Substantially all of USF’s assets are pledged under the various debt agreements. Debt under the 2012 ABS Facility is secured by certain designated receivables and, in certain circumstances, by restricted cash. The ABL Facility is secured by certain other designated receivables not pledged under the 2012 ABS Facility, inventories and tractors and trailers owned by USF. The CMBS Fixed Facility is collateralized by mortgages on 34 related properties. USF’s obligations under the Amended and Restated 2016 Term Loan are secured by all of the capital stock of its subsidiaries, each of the direct and indirect wholly owned domestic subsidiaries –as defined in the agreements– and are secured by substantially all assets of USF and its subsidiaries not pledged under the 2012 ABS Facility or the CMBS Fixed Facility. The Amended and Restated 2016 Term Loan has priority over certain collateral securing the ABL Facility, and it has second priority to collateral securing the ABL Facility. As of July 2, 2016, nine properties remain in a special purpose, bankruptcy remote subsidiary, and are not pledged as collateral under any of USF’s debt agreements. Restrictive Covenants USF’s credit facilities, loan agreements and indentures contain customary covenants. These include, among other things, covenants that restrict USF’s ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends, or engage in mergers or consolidations. As of July 2, 2016, USF had $380 million of restricted payment capacity, and $1,959 million of its net assets were restricted under these covenants. Certain debt agreements also contain customary events of default. Those include, without limitation, the failure to pay interest or principal when it is due under the agreements, cross default provisions, the failure of representations and warranties contained in the agreements to be true, and certain insolvency events. If a default event occurs and continues, the principal amounts outstanding—together with all accrued unpaid interest and other amounts owed—may be declared immediately due and payable by the lenders. Were such an event to occur, USF would be forced to seek new financing that may not be on as favorable terms as its current facilities. USF’s ability to refinance its indebtedness on favorable terms—or at all—is directly affected by the current economic and financial conditions. In addition, USF’s ability to incur secured indebtedness (which may enable it to achieve more favorable terms than the incurrence of unsecured indebtedness) depends in part on the value of its assets. This, in turn, relies on the strength of its cash flows, results of operations, economic and market conditions, and other factors. |