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Current and long-term obligations
9 Months Ended
Nov. 01, 2013
Current and long-term obligations  
Current and long-term obligations

4.                                      Current and long-term obligations

 

Current and long-term obligations consist of the following:

 

(In thousands)

 

November 1,
2013

 

February 1,
2013

 

Senior unsecured credit facilities, maturity April 11, 2018:

 

 

 

 

 

Term Facility

 

$

1,000,000

 

$

 

Revolving Facility

 

106,000

 

 

Senior secured term loan facility:

 

 

 

 

 

Maturity July 6, 2014

 

 

1,083,800

 

Maturity July 6, 2017

 

 

879,700

 

ABL Facility, maturity July 6, 2014

 

 

286,500

 

4 1/8% Senior Notes due July 15, 2017

 

500,000

 

500,000

 

1 7/8% Senior Notes due April 15, 2018 (net of discount of $405)

 

399,595

 

 

3 1/4% Senior Notes due April 15, 2023 (net of discount of $2,250)

 

897,750

 

 

Capital lease obligations

 

7,072

 

7,733

 

Tax increment financing due February 1, 2035

 

14,495

 

14,495

 

 

 

2,924,912

 

2,772,228

 

Less: current portion

 

(50,945

)

(892

)

Long-term portion

 

$

2,873,967

 

$

2,771,336

 

 

On April 11, 2013, the Company consummated a refinancing pursuant to which it terminated its existing senior secured credit agreements, entered into a new five-year unsecured credit agreement, and issued senior notes due in 2018 and 2023 as described in more detail below. The Company’s new senior unsecured credit facilities (the “Facilities”) consist of a $1.0 billion senior unsecured term loan facility (the “Term Facility”) and an $850.0 million senior unsecured revolving credit facility (the “Revolving Facility”), which provides for the issuance of letters of credit up to $250.0 million. The Company may request, subject to agreement by one or more lenders, increased revolving commitments and/or incremental term loan facilities in an aggregate amount of up to $150.0 million. The Term Facility will amortize in quarterly installments of $25.0 million, with the first such payment due on August 1, 2014, and final payment at maturity on April 11, 2018. The Company capitalized $5.9 million of debt issuance costs associated with the Facilities.

 

Borrowings under the Facilities bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) LIBOR or (b) a base rate (which is usually equal to the prime rate). The applicable margin for borrowings as of November 1, 2013 was 1.275% for LIBOR borrowings and 0.275% for base-rate borrowings. The Company must also pay a facility fee on any used and unused amounts of the Facilities, as well as letter of credit fees.  The applicable margins for borrowings, the facility fees and the letter of credit fees under the Facilities are subject to adjustment each quarter based on the Company’s long-term senior unsecured debt ratings. The weighted average interest rate for borrowings under the Facilities was 1.57% (without giving effect to the interest rate swaps discussed in Note 6) as of November 1, 2013.

 

The Facilities can be prepaid in whole or in part at any time. The Facilities contain certain covenants which place limitations on the incurrence of liens; change of business; mergers or sales of all or substantially all assets; and subsidiary indebtedness, among other limitations. The Facilities also contain financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio.  As of November 1, 2013, the Company was in compliance with all such covenants.  The Facilities also contain customary affirmative covenants and events of default.

 

As of November 1, 2013, the Company had total outstanding letters of credit of $45.4 million, $27.7 million of which were under the Revolving Facility, and borrowing availability under the Revolving Facility was $716.3 million.

 

The termination of the senior secured term loan facility and the ABL Facility (as defined below) in connection with the refinancing discussed above resulted in a pretax loss of $18.9 million for the write off of debt issuance costs associated with those facilities, which is reflected in Other (income) expense in the condensed consolidated statement of income for the 39-week period ended November 1, 2013.

 

During the 39-week period ended November 2, 2012, the Company recorded a pretax loss of $1.6 million for the write off of a portion of existing debt issuance costs related to its previous senior secured revolving credit facility (“ABL Facility”), which is reflected in Other (income) expense in the condensed consolidated statement of income for that period.

 

On July 12, 2012, the Company issued $500.0 million aggregate principal amount of 4.125% senior notes due 2017 (the “2017 Senior Notes”) which mature on July 15, 2017. Interest on the 2017 Senior Notes is payable in cash on January 15 and July 15 of each year, and commenced on January 15, 2013.

 

On April 11, 2013, the Company issued $400.0 million aggregate principal amount of 1.875% senior notes due 2018 (the “2018 Senior Notes”), net of discount of $0.5 million, which mature on April 15, 2018; and issued $900.0 million aggregate principal amount of 3.25% senior notes due 2023 (the “2023 Senior Notes”), net of discount of $2.4 million, which mature on April 15, 2023. Collectively, the 2017 Senior Notes, the 2018 Senior Notes and the 2023 Senior Notes comprise the “Senior Notes”, each of which were issued pursuant to an indenture  as modified by supplemental indentures relating to each series of Senior Notes (as so supplemented, the “Senior Indenture”).  The Company capitalized $10.1 million of debt issuance costs associated with the 2018 Senior Notes and the 2023 Senior Notes. Interest on the 2018 Senior Notes and 2023 Senior Notes is payable in cash on April 15 and October 15 of each year and commenced on October 15, 2013.

 

The Company may redeem some or all of its Senior Notes at any time at redemption prices set forth in the Senior Indenture. Upon the occurrence of a change of control triggering event, which is defined in the Senior Indenture, each holder of the Senior Notes has the right to require the Company to repurchase some or all of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

 

The Senior Indenture contains covenants limiting, among other things, the ability of the Company (subject to certain exceptions) to consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets; and the ability of the Company and its subsidiaries to incur or guarantee indebtedness secured by liens on any shares of voting stock of significant subsidiaries.

 

The Senior Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.