Long-Term Indebtedness

Credit Facilities

On June 27, 2018, in connection with the completion of the Barteca Acquisition, we entered into a new credit agreement that provides for (i) a seven year senior secured term loan Term Loan B in aggregate principal amount of $390.0 million bearing interest per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 4.75% per annum for LIBOR loans and 3.75% for ABR loans, with the option to maintain or convert base rate loans to LIBOR loans and (ii) five year senior secured revolving credit commitments ("Revolving Loan") in an aggregate principal amount of $50.0 million with the ability to increase the facility by up to an additional $25.0 million with unpaid amounts bearing interest at 3.50% per annum for LIBOR loans and 2.50% per annum for ABR loans. Similar to the term loan, base rate loans may be maintained or converted to LIBOR loans. Rates may be subject to adjustment by reference to the consolidated total leverage ratio, (collectively with the term loans, the "2018 Credit Facility"). Part of the proceeds from the term loans were used to retire the 2012 Credit Facility.

On August 6, 2018, we received $97.8 million of proceeds from a public offering of common stock that were used to repay a portion of the $390.0 million of the Term Loan B pursuant to an existing prepayment option.

On August 27, 2018 we amended ("The First Amendment") Term Loan B ("Amended Term Loan B"). The First Amendment amends the 2018 Credit Facility, to, among other things, completely re-syndicate the Amended Term Loan B and provide the Company with additional term loans ("Additional Term Loans") in an aggregate principal amount of $18.0 million. The First Amendment also amended the 2018 Credit Facility to increase the interest rate applicable to the Additional Term Loans and the existing term loans outstanding under the 2018 Credit Facility to, at our option, a rate per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 6.00% for LIBOR loans and 5.00% for ABR loans.

On February 26, 2019, we entered into a joinder agreement with JPMorgan Chase Bank, N.A., as the incremental term lender and JPMorgan Chase Bank, N.A. as the administrative agent (the “Joinder Agreement”). The Joinder Agreement modifies the 2018 Credit Facility and provides the Company with incremental term loan commitments in a principal amount equal to $25.0 million. The Company drew the full amount of the incremental term loans on the date of the Joinder Agreement and received net proceeds of approximately $23.1 million. The Company used the net proceeds of the incremental term loans to repay a portion of the outstanding amounts under the 2018 Credit Facility. Since the repayment does not reduce the commitments under the 2018 Credit Facility, the transaction expanded the Company’s sources of liquidity without increasing leverage at this time.

On June 17, 2019, we entered into an amendment (the “Second Amendment”) to the 2018 Credit Facility to increase the percentage of Projected EBITDAR Margin that may be included when determining Consolidated EBITDAR for purposes of calculating the Financial Covenant (as defined in the 2018 Credit Facility).

As of June 25, 2019, $32.0 million under the Revolving Loan was outstanding (excluding amounts reserved for letters of credit in the amount of $1.6 million). As of December 25, 2018, $23.7 million under the Revolving Loan, was outstanding (excluding amounts reserved for letters of credit in the amount of $1.6 million). The unpaid Revolving Loan amounts bear interest at 3.50% per annum for LIBOR loans and 2.50% per annum for ABR loans. As of June 25, 2019, the Revolving Loan unused commitment fee was 0.50%. The principal amount of the Revolving Loan is due and payable on June 27, 2023.

As of June 25, 2019, $332.8 million was outstanding under the Amended Term Loan B. Interest on the Amended Term Loan B accrues at a rate per annum equal to either a LIBOR or ABR rate, plus an applicable margin, which is equal to 6.00% for LIBOR loans and 5.00% for ABR loans. The Interest Rate Cap Agreement, which has a notional value of $200.0 million and 3.00% per annum strike rate to hedge the variability of the monthly 1-month LIBOR interest payments on a portion of our Term Loan B, mitigates the risk of an increase in the LIBOR rate in effect on the Amended Term Loan B. See Note 6, Derivative Financial Instruments for further discussion. As of June 25, 2019, the applicable interest rate on the Amended Term Loan B was 8.50%. The Amended Term Loan B is payable in equal quarterly installments of $0.8 million. The outstanding principal of the Amended Term Loan B is due and payable on June 27, 2025.

Amounts outstanding under the 2018 Credit Facility are guaranteed by Del Frisco's and certain of the subsidiaries of Del Frisco’s (collectively, the "Loan Parties"). The 2018 Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The 2018 Credit Facility agreement contains certain representations, warranties and affirmative covenants and financial covenants, including a maximum ratio of total indebtedness to EBITDAR, as defined in the credit agreement governing the credit facility. The total indebtedness to EBITDAR calculation is applicable only when we are over 25% drawn on the Revolver at the end of the reporting period. In addition, the 2018 Credit Facility agreement contains covenants restricting certain corporate actions, including asset dispositions, acquisitions, the payment of dividends, the incurrence of indebtedness and providing financing or other transactions with affiliates.

Loan Against the Investments in Deferred Compensation Plan

On July 12, 2017, we executed an agreement to borrow against the investments in our deferred compensation plan to pay out funds due to plan participants instead of using operating cash flows. The loan does not have an expiration date or defined payment terms, and accrues interest at a rate of 1%, net of the 4% that is earned by the investments being loaned against. As of June 25, 2019 and December 25, 2018 there was $3.6 million and $3.8 million of outstanding borrowings on this loan, respectively.

Long-Term Indebtedness Summary

As of June 25, 2019 and December 25, 2018, long-term debt consisted of the following:



	As of
(Amounts in thousands)	June 25, 2019			December 25, 2018
Amended Term Loan B	$	332,803		$	309,417
Revolving Loan	32,000			23,700
Loan Against the Investments in Deferred Compensation Plan	3,577			3,820
Net discount	(13,065		)	(12,107		)
Deferred financing costs	(1,207		)	(994		)
Long-term debt	354,108			323,836
Less current portion	(3,353		)	(3,100		)
Total long-term debt, net	$	350,755		$	320,736