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Debt
3 Months Ended
Mar. 29, 2015
Debt Disclosure [Abstract]  
Debt
Debt consisted of the following (in thousands):

March 29, 2015

December 28, 2014
Term Loan Facility due 2020, effective interest rate of 4.04%, net of unamortized discount of $7,819 and $8,118
$
3,471,316


$
3,471,017

Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $45 and $49
22,905


23,914

Other obligations


54

Total debt
$
3,494,221

 
$
3,494,985


Debt was classified as follows in the unaudited condensed consolidated balance sheets (in thousands):
 
March 29, 2015
 
December 28, 2014
Current Liabilities:
 
 
 
Current portion of term loan, net of unamortized discount of $16 and $16
$
4,034

 
$
4,034

Current portion of other obligations

 
54

Total debt due within one year
4,034

 
4,088

Non-Current Liabilities:
 
 
 
Long-term portion of term loan, net of unamortized discount of $7,848 and $8,151
3,490,187

 
3,490,897

Total long-term debt
3,490,187

 
3,490,897

Total Debt   
$
3,494,221

 
$
3,494,985


Senior Secured Credit Facility—On December 27, 2013, in connection with its acquisition of Local TV, the Company as borrower, along with certain of its operating subsidiaries as guarantors, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan Chase Bank, N.A. (“JPMorgan”) (the “Secured Credit Facility”). The Secured Credit Facility consists of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Notes 3 and 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1 billion and (y) the maximum amount that would not cause the Company’s net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00.
The Term Loan Facility bears interest, at the election of the Company, at a rate per annum equal to either (i) the sum of LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 1.0%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0%. Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0%, based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25%, 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Term Loan Facility and the Revolving Credit Facility are subject to additional interest of 2.0% per annum.
Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014. All amounts outstanding under the Term Loan Facility are due and payable on December 27, 2020. The Company may repay the term loans at any time without premium penalty, subject to breakage costs. As further described in Note 2, on August 4, 2014, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior term loan facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Term Loan Facility. As a result of this repayment, quarterly principal installments are no longer due under the Term Loan Facility. All of the outstanding borrowings under the Tribune Publishing senior term loan facility were distributed to Tribune Publishing in connection with the Publishing Spin-off.
Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances.
The Company is required to prepay the Term Loan Facility: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and Classified Ventures, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company prior to making any prepayment has rights to reinvest the proceeds to acquire assets for use in its business; within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00:1.00, then 0%) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility credit agreement, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent optional reduction in commitments under the Revolving Credit Facility, and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) (asset sales) and clause (iii) (excess cash flow) do not apply at any time during which the Company’s public corporate family rating issued by Moody’s is Baa3 or better and public corporate rating issued by S&P is BBB- or better. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments.
The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.75 to 1.00 for each period of four consecutive fiscal quarters most recently ended. Beginning with the period ending March 29, 2015, the covenant requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended March 29, 2015.
The obligations of the Company under the Secured Credit Facility are guaranteed by all of the Company’s wholly-owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of the Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of the Company and its subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders.
In addition, the Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility.
The Term Loan Facility was issued at a discount of 25 basis points, totaling $9 million, which is being amortized to interest expense by the Company over the expected term of the facility utilizing the effective interest rate method.
The Company incurred transaction costs totaling $78 million in connection with the Term Loan Facility in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014), which was extinguished in the fourth quarter of 2013, continue to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” These costs are classified in other assets in the Company’s unaudited condensed consolidated balance sheet. The Company’s total unamortized transaction costs were $69 million and $72 million at March 29, 2015 and December 28, 2014, respectively. These costs are being amortized to interest expense over the contractual term of the Term Loan Facility.
At March 29, 2015, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $27 million of standby letters of credit outstanding, primarily in support of the Company’s workers compensation insurance programs.
Senior Toggle Notes—In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On January 27, 2014, the Senior Toggle Notes were fully repaid; $174 million, inclusive of accrued interest of $2 million, was paid to third parties and the remaining $28 million was paid to a subsidiary of the Company. See Note 9 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014 for further information.