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LONG-TERM DEBT / INTEREST EXPENSE
12 Months Ended
Dec. 31, 2013
LONG-TERM DEBT / INTEREST EXPENSE  
LONG-TERM DEBT / INTEREST EXPENSE

 

NOTE 8. LONG-TERM DEBT / INTEREST EXPENSE

        Long-term debt consisted of the following:

 
  December 31,  
 
  2013   2012  
 
  (in thousands)
 

2011 Senior Credit Facility

  $ 1,345,987   $ 1,096,112  

Other

    1,112     2,450  
           

Total Debt

  $ 1,347,099   $ 1,098,562  

Less: current maturities

    (5,443 )   (3,817 )
           

Long-term Debt

  $ 1,341,656   $ 1,094,745  
           
           

        At December 31, 2013, the Company's total debt principal maturities are as follows:

Years Ending
December 31,
  Senior Credit
Facility(a)
  Other   Total  
 
  (in thousands)
 

2014

  $ 4,550   $ 893   $ 5,443  

2015

    4,550     219     4,769  

2016

    4,550         4,550  

2017

    4,550         4,550  

2018

    4,550         4,550  

2019

    1,327,250         1,327,250  
               

Total

  $ 1,350,000   $ 1,112   $ 1,351,112  
               
               

(a)
The Senior Credit Facility includes the original discount of $4.0 million.

        The Company's net interest expense is as follows:

 
  For the year ended
December 31,
 
 
  2013   2012   2011  
 
  (in thousands)
 

Senior Credit Facility:

                   

Term Loan

    42,020     41,216     38,356  

Revolver

    680     533     598  

Early extinguishment of debt

    5,712     1,343     19,855  

Deferred financing fees amortization

    2,087     3,920     2,412  

Mortgage and other interest expense

    159     168     766  

OID amortization

    2,625     404     344  

Interest income

    (254 )   (28 )   (1,110 )

Senior Notes

            4,808  

Senior Subordinated Notes

            3,055  

Termination of interest rate swaps

            5,819  
               

Interest expense, net

    53,029     47,556     74,903  
               
               

        The following is a summary of the Company's debt:

        Senior Credit Facility.    In March 2011, Centers entered into the Senior Credit Facility, consisting of the Term Loan Facility and the Revolving Credit Facility. As of December 31, 2013, the Company believes that it is in compliance with all covenants under the Senior Credit Facility. As of December 31, 2013, $1.1 million of the Revolving Credit Facility was pledged to secure letters of credit. The Senior Credit Facility permits the Company to prepay a portion or all of the outstanding balance without incurring penalties (except London Interbank Offering Rate ("LIBOR") breakage costs). GNC Corporation, the Company's indirect wholly owned subsidiary ("GNC Corporation"), and Centers' existing and future domestic subsidiaries have guaranteed Centers' obligations under the Senior Credit Facility. In addition, the Senior Credit Facility is collateralized by first priority pledges (subject to permitted liens) of substantially all of Centers' assets, including its equity interests and the equity interests of its domestic subsidiaries.

        On August 1, 2012, Centers amended the Senior Credit Facility to, among other amendments, provide additional commitments of $200 million for incremental term loans.

        In October 2012, Centers entered into an amendment to the Senior Credit Facility that included changes to ABR, LIBOR, and Applicable Margin rates. Specifically, as amended, the facility allowed the Company to borrow at a rate per annum equal to (A) the sum of (i) the greatest of (a) the prime rate (as publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect), (b) the federal funds effective rate plus 0.50%, (c) one month adjusted LIBOR plus 1.0% and (d) 2.25% with respect to Revolving Credit Facility and 2.00% with respect to Term Loan Facility plus (ii) the applicable margin of 2.0% with respect to Revolving Credit Facility and 1.75% with respect to Term Loan Facility or (B) the sum of (i) the greater of (a) adjusted LIBOR or (b) 1.25% with respect to Revolving Credit Facility and 1.00% with respect to Term Loan Facility plus (ii) an applicable margin of 3.0% for amounts borrowed under the Revolver Credit Facility and 2.75% with respect to amounts outstanding under the Term Loan Facility. As of December 31, 2012, the Company's interest rate on its Senior Credit Facility was 3.75%, as a result of the interest rate minimum requirement as described above.

        During the fourth quarter of 2013, Centers amended and restated the Senior Credit Facility to, among other amendments, increase the size of the Term Loan Facility by $252.5 million, increase the amount available for borrowings under the Revolving Credit Facility from $80 million to $130 million, extend the Revolving Credit Facility maturity date to March 2017, and extend the maturity of the Term Loan Facility to March 2019. The amendment also included changes to ABR, LIBOR, and Applicable Margin rates. Specifically, the Company may, at its option, borrow at a rate per annum equal to (A) the sum of (i) the greatest of (a) the prime rate (as publicly announced by JPMorgan Chase Bank, N.A. as its prime rate in effect), (b) the federal funds effective rate plus 0.50%, (c) one month adjusted LIBOR plus 1.0% and (d) 1.75% with respect to Term Loan Facility plus (ii) the applicable margin of 1.25% with respect to borrowings under the Revolving Credit Facility and 1.5% with respect to amounts outstanding under the Term Loan Facility or (B) the sum of (i) the greater of (a) adjusted LIBOR or (b) 0.75% with respect to amounts outstanding under the Term Loan Facility plus (ii) the applicable margin of 2.25% with respect to borrowings under the Revolving Credit Facility and 2.5% with respect to amounts outstanding under the Term Loan Facility. As of December 31, 2013, the Company's current interest rate on its Senior Credit Facility is 3.25%, as a result of the interest rate minimum requirement as described above. As of December 31, 2013 and 2012, the outstanding letter of credit fee was 2.50% and 3.00%, respectively, and the commitment fee on the undrawn portion of the Revolving Credit Facility was 0.5% at both December 31, 2013 and 2012.

        The Senior Credit Facility contains customary covenants, including incurrence covenants and certain other limitations on the ability of GNC Corporation, Centers, and Centers' subsidiaries to, among other things, make optional payments in respect of other debt instruments, pay dividends or other payments on capital stock, and enter into arrangements that restrict their ability to pay dividends or grant liens.

        In connection with the Refinancing in 2011, Centers used a portion of the net proceeds from the Term Loan Facility to refinance its former indebtedness, including all outstanding indebtedness under the Old Senior Credit Facility, the Senior Notes and the Senior Subordinated Notes.