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Subsequent Events
9 Months Ended
Oct. 29, 2011
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

Subsequent to October 29, 2011, the Company reached agreement with certain of its landlords to modify certain lease agreements, which included the buyout of approximately 75 leases at a cost of approximately $13 million, short-term extensions for approximately 50 stores, and the termination upon lease expiration of approximately 115 stores. As a result, we expect to close approximately 80 stores during fiscal 2011 and approximately 110 stores during fiscal 2012. The cumulative net cash savings during fiscal 2012 is expected to be approximately $9 million, excluding the one-time buyout payments.

On December 7, 2011, the Company entered into a new five-year, $100 million revolving credit facility with Wells Fargo Capital Finance (“New Credit Facility”), which replaced the Company’s previous revolving credit facility with JPMorgan Chase (the Former Credit Facility). Borrowings under the New Credit Facility bear interest at a floating rate which, at the Company’s option, may be determined by reference to a LIBOR Rate or a Base Rate (as those terms are defined in the New Credit Facility). Extensions of credit under the New Credit Facility are limited to a borrowing base consisting of specified percentages of eligible categories of assets. The New Credit Facility is available for direct borrowings and allows for the issuance of letters of credit, and up to $12.5 million is available for swing-line loans. The New Credit Facility is secured by liens and security interests with (a) first priority security interest in the current and certain related assets of the Company including cash, cash equivalents, deposit accounts, securities accounts, credit card receivables, and inventory, and (b) second priority security interest in all assets and properties of the Company that are not secured by a first lien and security interest. The New Credit Facility also contains covenants that, subject to specified exceptions, restrict the Company’s ability to, among other things, incur additional indebtedness, incur liens, liquidate or dissolve, sell, transfer, lease or dispose of assets, or make loans, investments or guarantees. The New Credit Facility is scheduled to mature on December 7, 2016.

Additionally, on December 7, 2011 the Company entered into a new five-year, $60 million term loan (“Senior Secured Term Loan”), funded by an affiliate of Golden Gate Capital. The Senior Secured Term Loan will bear interest initially at an interest rate of 5.5% per annum to be paid in cash, due and payable quarterly in arrears, and 7.5% per annum, due and payable in kind (PIK) upon maturity, accruing annually in arrears with adjustments to the cash and PIK portion of the interest rate in accordance with the Senior Secured Term Loan agreement, following principle prepayments. Annual cash interest for fiscal 2012 is expected to be approximately $3 million. The Senior Secured Term Loan is guaranteed by each of the Company’s subsidiaries and will be guaranteed by any future domestic subsidiaries of the Company. The Senior Secured Term Loan is secured by liens and security interests with (a) a first priority security interest in all long-term assets of the Company and Pacific Sunwear Stores Corp. and all other assets not subject to a first lien and security interest pursuant to the New Credit Facility, (b) a first priority pledge of the equity interests of Miraloma Borrower Corporation and (c) a second priority security interest in all assets of the Company and Pacific Sunwear Stores Corp. subject to a first lien and security interest pursuant to the New Credit Facility. The Senior Secured Term Loan also contains covenants substantially identical to those in the New Credit Facility. The principal balance and any unpaid interest related to the Senior Secured Term Loan is due on December 7, 2016.

In conjunction with the Senior Secured Term Loan, the Company issued convertible preferred stock with a liquidation value of $0.1 million to an affiliate of Golden Gate Capital, which gives that affiliate the right to purchase up to 13.5 million shares of the Company’s common stock, based on an initial conversion ratio of 1,000 shares of common stock to one share of convertible preferred stock, representing 19.9% of the Company’s common stock outstanding (16.7% on a fully-diluted basis). The convertible preferred stock has an exercise price initially equal to $1.75 per share of underlying common stock. The initial holder of the preferred stock will be entitled to customary registration rights with respect to the underlying common stock.

On December 7, 2011, the Company’s Board of Directors adopted a Shareholder Protection Rights Plan and declared a dividend of one Right on each outstanding share of common stock of the Company. The dividend will be paid to shareholders of record on December 12, 2011, upon certification by the Nasdaq Global Select Market to the SEC that the Rights have been approved for listing. Additionally, if any person or group acquires between 15% and 50% of the Company’s common stock, the Board of Directors may, at its option, exchange one share of the Company’s common stock for each Right. Under the Plan, among other things, a person or group which acquires 15% or more of the common stock of the Company will trigger the ability of the shareholders (other than the 15% holder) to exercise the Rights for an exercise price of $4.50 per Right (subject to certain adjustments from time to time) and to purchase a number of shares of common stock with a market value of twice the exercise price of the Rights exercised. Existing holders of 15% or more of the common stock are grandfathered under the Plan, until such time as they acquire more than 0.1% of the common stock than they had as of the date of the adoption of the Rights Plan. The Rights are redeemable at any time by the Company at $.01 per Right. The Plan expires in 2014.