XML 82 R16.htm IDEA: XBRL DOCUMENT v3.2.0.727
Debt and Capital Lease Obligations
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Debt and Capital Lease Obligations
Debt and Capital Lease Obligations
Our outstanding debt and capital lease obligations as of June 30, 2015 and December 31, 2014 consisted of the following: 
 
June 30, 2015
 
December 31, 2014
 
 
Amount
outstanding
 
Interest
rate
 
Amount
outstanding
 
Interest
rate
 
 
(In thousands, except percentages)
 
Senior secured credit facilities
$
1,033,245

 
2.12
%
* 
$
995,000

 
2.11
%
* 
Senior unsecured notes
500,000

 
5.38
%
 
500,000

 
5.38
%
 
Capital lease obligations
21,396

 
 
 
21,980

 
 
 
Less current portion
(21,194
)
 
 
 
(21,158
)
 
 
 
Total long-term debt
$
1,533,447

 
 
 
$
1,495,822

 
 
 
*
Represents a weighted average rate, including applicable interest rate margins.

Senior Secured Credit Facilities
On October 12, 2012, we entered into a credit agreement, among us, the subsidiary guarantors listed therein, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement governs our senior secured credit facilities, consisting of a five-year revolving credit facility in a principal amount of $850 million, an original five-year $250 million term loan A-1, and an original seven-year $250 million term loan A-2. We capitalized $12.4 million of deferred financing fees, which were being amortized over the respective revolving and term loan commitments up until the Amendment on August 29, 2014 as described below.

In conjunction with the January 2, 2014 acquisition of Earthbound Farm, under the terms of the Credit Agreement, we entered into an Incremental Term Loan Agreement to establish a new incremental seven-year term loan A-3 facility in an aggregate principal amount of $500.0 million (the “Incremental Term Loan Agreement”). We capitalized $3.3 million of financing fees, which were being amortized over the term of the term loan facility up until the amendment on August 29, 2014 as described below. We also amended the Credit Agreement on January 2, 2014, to, among other things, reset an accordion feature that allows for our senior secured credit facilities to be increased by up to $500.0 million, subject to lenders commitments, and increased the limit of swing line loans to $85.0 million.

On August 29, 2014, we entered into the Third Amendment to the Credit Agreement with Bank of America, N.A., as administrative agent, and the subsidiary guarantors, lenders and voting participants party thereto (the “Third Amendment”). The Third Amendment extended maturity dates, reset amortization requirements, increased liquidity and added additional operating flexibility under the Credit Agreement. The applicable interest rates and fees under the Credit Agreement were not modified in the Third Amendment. As a result of the Third Amendment, we expensed $0.8 million of deferred financing fees related to the Credit Agreement. We capitalized $4.8 million of new deferred financing fees related to the Third Amendment which, in conjunction with $10.1 million of deferred financing fees remaining related to the Credit Agreement, are being amortized over the term of the revolving and term loan commitments as described below. Deferred financing fees are included in identifiable intangible and other assets in our unaudited condensed consolidated balance sheets.
As of June 30, 2015, we had outstanding borrowings of $1.0 billion under our original $2.0 billion senior secured credit facilities, which consisted of $985.0 million of term loan borrowings and $48.2 million borrowed under our $1.0 billion revolving credit facility commitment. We further had $5.9 million in outstanding letters of credit issued under our revolving credit facility, based on our current commitment level and subject to financial covenant requirements. As of June 30, 2015, the revolving credit facility and term loan A-1 bear interest at a rate of LIBOR plus 1.75% and the term loan A-2 at a rate of LIBOR plus 2.00%.
Alpro Revolving Credit Facility
Alpro maintained a revolving credit facility not to exceed €20.0 million ($22.3 million USD) or its currency equivalent up until June 29, 2015. On June 29, 2015, Alpro entered into a new revolving credit facility not to exceed €30.0 million ($33.4 million USD) or its currency equivalent. The facility is unsecured and guaranteed by The WhiteWave Foods Company.
The Alpro revolving credit facility is available for working capital and other general corporate purposes of Alpro and for the issuance of up to €30.0 million letters of credit ($33.4 million USD) or its currency equivalent. At June 30, 2015 and December 31, 2014, there were no outstanding borrowings under these facilities. Principal payments, if any, are due under the subsidiary revolving credit facility upon maturity on June 29, 2016.
Senior Unsecured Notes
On September 17, 2014, we issued $500.0 million in aggregate principal amount of senior notes. The notes mature on October 1, 2022 and bear interest at a rate of 5.375% per annum payable on April 1 and October 1 of each year, which began on April 1, 2015. The net proceeds from the issuance and sale of the notes, after deducting underwriting discounts and commission and offering expenses, was approximately $490.7 million. We utilized the proceeds of the issuance to pay down all outstanding borrowings under our senior secured revolving commitment, with the remaining proceeds increasing our cash balances at that time.
Capital Lease Obligations
We are party to leases of certain operating facilities and equipment under capital lease arrangements which bear interest at rates from 3.1% to 8.0% and have expiration dates through 2033. These assets are included in property, plant, and equipment, net, on the unaudited condensed consolidated balance sheets.