XML 172 R20.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Long-term Debt, Net
12 Months Ended
Dec. 29, 2019
Debt Disclosure [Abstract]  
Long-term Debt, Net Long-term Debt, Net

Following is a summary of outstanding long-term debt, as of the periods indicated:
 
DECEMBER 29, 2019
 
DECEMBER 30, 2018
(dollars in thousands)
OUTSTANDING BALANCE
 
INTEREST RATE
 
OUTSTANDING BALANCE
 
INTEREST RATE
Senior Secured Credit Facility:
 
 
 
 
 
 
 
Term loan A (1)
$
450,000

 
3.40
%
 
$
475,000

 
4.14
%
Revolving credit facility (1) (2)
599,000

 
3.44
%
 
599,500

 
4.17
%
Total Senior Secured Credit Facility
1,049,000

 
 
 
1,074,500

 
 
Finance lease liabilities
2,308

 
 
 
3,297

 
 
Financing obligations

 
 
 
19,562

 
7.58% to 7.82%

Other
50

 
2.18
%
 
918

 
0.00% to 2.18%

Less: unamortized debt discount and issuance costs
(2,654
)
 
 
 
(3,502
)
 
 
Total debt, net
1,048,704

 
 
 
1,094,775

 
 
Less: current portion of long-term debt
(26,411
)
 
 
 
(27,190
)
 
 
Long-term debt, net
$
1,022,293

 
 
 
$
1,067,585

 
 
________________
(1)
Interest rate represents the weighted-average interest rate for the respective periods.
(2)
Subsequent to December 29, 2019, the Company made payments of $65.0 million, net of borrowings, on its revolving credit facility.

Bloomin’ Brands, Inc. is a holding company and conducts its operations through its subsidiaries, certain of which have incurred indebtedness as described below.

Credit Agreement - On November 30, 2017, the Company and OSI, as co-borrowers, entered into a credit agreement (the “Credit Agreement”) with a syndicate of institutional lenders, providing for senior secured financing of up to
$1.5 billion consisting of a $500.0 million Term loan A and a $1.0 billion revolving credit facility, including a letter of credit and swing line loan sub-facilities (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility matures on November 30, 2022.

The Company may elect an interest rate for the Credit Agreement at each reset period based on the Alternate Base Rate or the Eurocurrency Rate. The Alternate Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the Eurocurrency rate with a one-month interest period plus 1.0% (the “Base Rate”). The Eurocurrency Rate option is the seven, 30, 60, 90 or 180-day Eurocurrency rate (“Eurocurrency Rate”). The interest rates are as follows:
 
BASE RATE ELECTION
 
EUROCURRENCY RATE ELECTION
Term loan A and revolving credit facility
50 to 100 basis points over Base Rate
 
150 to 200 basis points over the Eurocurrency Rate


Fees on letters of credit and the daily unused availability under the revolving credit facility as of December 29, 2019 were 1.88% and 0.30%, respectively. As of December 29, 2019, $20.2 million of the revolving credit facility was committed for the issuance of letters of credit and not available for borrowing.

The Senior Secured Credit Facility is guaranteed by each of the Company’s current and future domestic subsidiaries and is secured by substantially all now owned or later acquired assets of the Company and OSI, including the Company’s domestic subsidiaries.

Debt Covenants and Other Restrictions - Borrowings under the Company’s debt agreements are subject to various covenants that limit its ability to: incur additional indebtedness; make significant payments; sell assets; pay dividends and other restricted payments; acquire certain assets; effect mergers and similar transactions; and effect certain other transactions with affiliates. The Senior Secured Credit Facility has a financial covenant to maintain a specified quarterly Total Net Leverage Ratio (“TNLR”). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Credit Agreement). The TNLR may not exceed 4.50 to 1.00. The Company’s TNLR as of December 29, 2019 does not limit the Company’s ability to draw on its revolving credit facility.
The Senior Secured Credit Facility permits regular quarterly dividend payments, subject to certain restrictions.
As of December 29, 2019 and December 30, 2018, the Company was in compliance with its debt covenants.
Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding:
(dollars in thousands)
DECEMBER 29,
2019
2020
$
26,462

2021
38,399

2022
984,030

2023

2024

Thereafter

Total payments
$
1,048,891

Less: finance lease interest
(187
)
Total principal payments
$
1,048,704



The following is a summary of required amortization payments for the Term loan A (dollars in thousands):
SCHEDULED QUARTERLY PAYMENT DATES
 
TERM LOAN A
March 29, 2020 through December 27, 2020
 
$
6,250

March 28, 2021 through December 26, 2021
 
$
9,375

March 27, 2022 through September 25, 2022
 
$
12,500



The Senior Secured Credit Facility contains mandatory prepayment requirements for Term loan A. The Company is required to prepay outstanding amounts under these loans with 50% of its annual excess cash flow, as defined in the Credit Agreement. The amount of outstanding loans required to be prepaid in accordance with the debt covenants may vary based on the Company’s leverage ratio and year end results.