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LONG-TERM DEBT
6 Months Ended
Jun. 25, 2017
LONG-TERM DEBT  
LONG-TERM DEBT

4.  LONG-TERM DEBT

 

Our long-term debt consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face Value at

 

Carrying Value

 

 

 

June 25,

 

June 25,

 

December 25,

 

(in thousands)

 

2017

 

2017

 

2016

 

Notes:

    

 

    

    

 

    

    

 

    

 

9.00% senior secured notes due in 2022

 

$

476,415

 

$

469,442

 

$

483,492

 

5.750% notes due in 2017

 

 

16,865

 

 

16,826

 

 

16,749

 

7.150% debentures due in 2027

 

 

89,188

 

 

85,058

 

 

84,862

 

6.875% debentures due in 2029

 

 

276,230

 

 

261,674

 

 

261,061

 

Long-term debt

 

$

858,698

 

$

833,000

 

$

846,164

 

Less current portion

 

 

16,865

 

 

16,826

 

 

16,749

 

Total long-term debt, net of current

 

$

841,833

 

$

816,174

 

$

829,415

 

 

Our outstanding notes are stated net of unamortized debt issuance costs and unamortized discounts, if applicable, totaling $25.7 million and $27.5 million as of June 25, 2017, and December 25, 2016, respectively.

 

Debt Repurchases and Gain on Extinguishment of Debt

 

During the quarter and six months ended June 25, 2017, we repurchased a total $15.0 million of our 9.00% Senior Secured Notes due in 2022 ("9.00% Notes") through a privately negotiated transaction. We repurchased these notes at a premium and wrote off debt issuance costs resulting in a loss on the extinguishment of debt of $0.9 million being recorded during the quarter and six months ended June 25, 2017.

 

During the six months ended June 26, 2016, we repurchased a total $30.8 million of the 5.75% Notes due September 1, 2017 ("5.75% Notes"), and 9.00% Notes through a privately negotiated transaction. We repurchased these notes at a discount and wrote off historical discounts and debt issuance costs resulting in us recording a net gain on the extinguishment of debt of $1.5 million during the six months ended June 26, 2016. There were no debt repurchases during the quarter ended June 26, 2016.

 

Credit Agreement

 

Our Third Amended and Restated Credit Agreement, as amended (“Credit Agreement”), is secured by a first-priority security interest in certain of our assets as described below. The Credit Agreement, among other things, provides for commitments of $65.0 million and a maturity date of December 18, 2019. In 2014, we entered into a Collateralized Issuance and Reimbursement Agreement (“LC Agreement”). Pursuant to the terms of LC Agreement, we may request letters of credit be issued on our behalf in an aggregate face amount not to exceed $35.0 million. We are required to provide cash collateral equal to 101% of the aggregate undrawn stated amount of each outstanding letter of credit.

 

The Credit Agreement was further amended in January 2017 to allow for flexibility in the use of proceeds of certain real estate transactions.

 

As of June 25, 2017, there were standby letters of credit outstanding under the LC Agreement with an aggregate face amount of $28.7 million. There were no borrowings outstanding under the Credit Agreement as of June 25, 2017.

 

Under the Credit Agreement, we may borrow at either the London Interbank Offered Rate plus a spread ranging from 275 basis points to 425 basis points, or at a base rate plus a spread ranging from 175 basis points to 325 basis points, in each case based upon our consolidated total leverage ratio. The Credit Agreement provides for a commitment fee payable on the unused revolving credit ranging from 50 basis points to 62.5 basis points, based upon our consolidated total leverage ratio.

 

Senior Secured Notes and Indenture

 

Substantially all of our subsidiaries guarantee the obligations under the 9.00% Notes and the Credit Agreement. We own 100% of each of the guarantor subsidiaries and we have no significant independent assets or operations separate from the subsidiaries that guarantee our 9.00% Notes and the Credit Agreement. The guarantees provided by the guarantor subsidiaries are full and unconditional and joint and several, and the subsidiaries other than the subsidiary guarantors are minor.

 

In addition, we have granted a security interest to the banks that are a party to the Credit Agreement and the trustee under the indenture governing the 9.00% Notes that includes, but is not limited to, intangible assets, inventory, receivables and certain minority investments as collateral for the debt. The security interest does not include any property, plant & equipment (“PP&E”), leasehold interests or improvements with respect to such PP&E which would be reflected on our condensed consolidated balance sheets or shares of stock and indebtedness of our subsidiaries.

 

Covenants under the Senior Debt Agreements

 

Under the Credit Agreement, we are required to comply with a maximum consolidated total leverage ratio measured on a quarterly basis. As of June 25, 2017, we are required to maintain a consolidated total leverage ratio of not more than 6.00 to 1.00. For purposes of the consolidated total leverage ratio, debt is largely defined as debt, net of cash on hand in excess of $20.0 million. As of June 25, 2017, we were in compliance with our financial covenants.

 

The Credit Agreement also prohibits the payment of a dividend if a payment would not be permitted under the indenture for the 9.00% Notes (discussed below). Dividends under the indenture for the 9.00% Notes are allowed if the consolidated leverage ratio (as defined in the indenture) is less than 5.25 to 1.00 and we have sufficient amounts under our restricted payments basket (as defined in the indenture).

 

The indenture for the 9.00% Notes and the Credit Agreement include a number of restrictive covenants that are applicable to us and our restricted subsidiaries. The covenants are subject to a number of important exceptions and qualifications set forth in those agreements. These covenants include, among other things, restrictions on our ability to incur additional debt; make investments and other restricted payments; pay dividends on capital stock or redeem or repurchase capital stock or certain of our outstanding notes or debentures prior to stated maturity; sell assets or enter into sale/leaseback transactions; create specified liens; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions; engage in certain transactions with affiliates; and consolidate or merge with or into other companies or sell all or substantially all of the Company’s and our subsidiaries’ assets, taken as a whole.