Borrowings
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Dec. 30, 2012
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Borrowings |
7. Borrowings Borrowings as of December 30, 2012, and December 25, 2011, are summarized below (in thousands):
Maturities of long-term debt and capital lease obligations as of December 30, 2012 are as follows (in thousands):
On May 6, 2011, the Company amended and restated its credit facility to provide a more flexible capital structure and facilitate our growth plans ("Previous Facility"). Borrowings under the Previous Facility could be used by the Company for general corporate purposes including, among other uses, to repurchase shares of our capital stock, to continue to finance restaurant construction, and for working capital and general corporate requirements. The Previous Facility was comprised of (i) a $100 million revolving credit facility maturing on May 6, 2016 and (ii) a $150 million term loan maturing on May 6, 2016, both with rates based on the London Interbank Offered Rate ("LIBOR") plus a spread based on leverage or a base rate plus a spread based on leverage (base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for an interest period of one month plus 1%). The Previous Facility required the payment of an annual commitment fee based upon the unused portion of the credit facility. The Previous Facility's interest rates and the annual commitment rate were based on a financial leverage ratio, as defined in the credit agreement. The Company's obligations under the Previous Facility were secured by first priority liens and security interests in substantially all of the Company's assets, which included the capital stock of certain subsidiaries. Additionally, the Previous Facility included a negative pledge on all tangible and intangible assets (including all real and personal property) with customary exceptions. On December 14, 2012, the Company terminated the Previous Facility and entered into a new credit facility ("New Credit Facility") with a consortium of banks. The New Credit Facility provides for a $225 million revolving line of credit with a sublimit for the issuance of up to $25 million in letters of credits and swingline loans up to $15 million, and maintains the option to increase this credit facility in the future, subject to lenders' participation, by up to an additional $100 million in the aggregate. Borrowings under the New Credit Facility are subject to rates based on LIBOR plus a spread based on leverage or a base rate plus a spread based on leverage (base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) LIBOR for an Interest Period of one month plus 1%). This $225 million revolving line of credit matures on December 14, 2017. Borrowings under the New Credit Facility are secured by first priority liens and security interests in substantially all of the Company's assets, which include the capital stock of certain Company subsidiaries, and are available for financing activities including restaurant construction costs, working capital and general corporate purposes, including, among other uses, to refinance certain indebtedness, permitted acquisitions and redemption of capital stock. As of December 30, 2012, we had outstanding borrowings under the New Credit Facility revolver of $125.0 million. Proceeds from the New Credit Facility were used to pay off the $121.9 million outstanding balance of the term loan of the Previous Facility and to pay related transaction fees and expenses associated with the refinancing of debt. Loan origination costs associated with the New Credit Facility were $0.9 million and are included as deferred costs in other assets, net in the accompanying consolidated balance sheet as of December 30, 2012. The Company also recorded a non-cash, pre-tax charge of approximately $2.9 million, comprised of a write-off of unamortized fees from the prior credit arrangement of $1.7 million and a charge related to the de-designation of an interest rate swap of $1.2 million. During August 2011, the Company entered into a variable-to-fixed interest rate swap agreement with Rabobank International, Utrecht ("Rabobank") to hedge the Company's floating interest rate on an aggregate of up to $74.1 million of debt that is currently or expected to be outstanding under the Previous Facility. On December 14, 2012, the Company re-designated the swap to the New Credit Facility's $225 million revolver. Refer to Note 8, Derivative and Other Comprehensive Income. The Company is subject to a number of customary covenants under its New Credit Facility, including limitations on additional borrowings, acquisitions, capital expenditures, share repurchases, lease commitments and dividend payments, and requirements to maintain certain financial ratios. The Company was in compliance with such covenants as of December 30, 2012. |