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Long-Term Debt
3 Months Ended
Mar. 31, 2013
Long-Term Debt  
Long-Term Debt

3.              Long-Term Debt

 

Long-term debt consisted of the following (in thousands):

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

Guitar Center

 

 

 

 

 

Senior secured asset-based revolving facility

 

$

 

$

 

Senior secured term loan

 

620,750

 

621,762

 

Obligations under capital leases, payable in monthly installments through 2014 and 2013, respectively

 

460

 

54

 

Senior unsecured notes

 

394,890

 

394,890

 

 

 

1,016,100

 

1,016,706

 

Less current portion

 

6,758

 

5,941

 

Guitar Center long-term debt, net of current portion

 

1,009,342

 

1,010,765

 

 

 

 

 

 

 

Holdings

 

 

 

 

 

Senior unsecured PIK notes

 

564,673

 

564,673

 

Less current portion

 

129,784

 

129,784

 

Holdings long-term debt, net of current portion

 

434,889

 

434,889

 

 

 

 

 

 

 

Holdings consolidated long-term debt, net of current portion

 

$

1,444,231

 

$

1,445,654

 

 

Guitar Center long-term debt as of March 31, 2013 consisted of (1) a senior secured asset-based revolving facility, referred to as the asset-based facility, with a maximum availability of $373 million, (2) a senior secured term loan facility, referred to as the term loan, with an initial aggregate principal amount of $650 million and (3) a senior unsecured loan facility, referred to as the senior notes, with an initial aggregate principal amount of $375 million.

 

Holdings long-term debt as of March 31, 2013 consisted of a senior subordinated unsecured payment-in-kind loan facility, referred to as the senior PIK notes, with an initial aggregate principal amount of $375 million.

 

Guarantees, dividend restrictions and covenants

 

Guitar Center’s term loan, asset-based facility and senior notes are guaranteed by substantially all of its subsidiaries. The subsidiary guarantors are 100% owned, all of the guarantees are full and unconditional and joint and several and Guitar Center, Inc. has no assets or operations independent from its subsidiaries within the meaning of Regulation S-X, Rule 3-10. Any non-guarantor subsidiaries are minor.

 

For information about dividend restrictions among Holdings, Guitar Center and its guarantor subsidiaries, see Note 5 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 26, 2013.

 

As of March 31, 2013, we were in compliance with all of our debt covenants.

 

Future maturities

 

Future maturities and expected payments of long-term debt as of March 31, 2013 were as follows (in thousands):

 

 

 

Guitar Center

 

Holdings

 

Holdings
Consolidated

 

Remainder of 2013 (1)

 

$

5,067

 

$

129,784

 

$

134,851

 

2014

 

14,582

 

 

14,582

 

2015

 

6,500

 

 

6,500

 

2016

 

6,500

 

 

6,500

 

2017

 

983,451

 

 

983,451

 

2018

 

 

434,889

 

434,889

 

 

 

$

1,016,100

 

$

564,673

 

$

1,580,773

 

 

 

(1)         We made a one-time principal payment on the senior PIK notes in April 2013. This payment was $129.8 million, which is the amount of previously capitalized PIK interest required to be paid to prevent the senior PIK notes from being treated as “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code. We funded this payment with cash available from operations and amounts drawn on the asset-based revolving credit facility. This amount is included in current portion of long-term debt in Holdings’ condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012.