Long-Term Debt

9 Months Ended

Sep. 25, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Our long-term debt obligations consist of the following:

(in thousands)	September 25, 2021		December 26, 2020
Series 2018-1 Securitization Senior Notes, Class A-2	$	265,375	$	267,438
Series 2019-1 Securitization Senior Notes, Class A-2	291,750		294,000
Series 2019-2 Securitization Senior Notes, Class A-2	269,500		271,563
Series 2020-1 Securitization Senior Notes, Class A-2	172,812		174,125
Series 2020-2 Securitization Senior Notes, Class A-2	446,625		450,000
Car Wash First Lien Term Loan (a)	—		528,858
Car Wash Second Lien Term Loan (a)	—		175,000
Car Wash Revolving Credit Facility (a)	—		18,000
Driven Holdings Revolving Credit Facility	247,000		—
Other debt (b)	34,923		26,763
Total debt	1,727,985		2,205,747
Less: unamortized discount	—		(46,030)
Less: unamortized debt issuance costs	(32,306)		(34,510)
Less: current portion of long-term debt	(18,342)		(22,988)
Total long-term debt, net	$	1,677,337	$	2,102,219

(a)     Car Wash Senior Credit Facilities

(b)     Consists primarily of finance lease obligations. See Note 7.

As discussed in Note 1, the Company used the proceeds from the IPO, along with cash on hand, to fully repay the Car Wash Senior Credit Facilities during the nine months ended September 25, 2021, which totaled $725 million including interest and fees. As a result, the Company incurred a $46 million loss on debt extinguishment related to the write-off of unamortized discount during the nine months ended September 25, 2021.

Series 2019-3 Variable Funding Securitization Senior Notes

In December 2019, the Company issued Series 2019-3 Variable Funding Senior Notes, Class A-1 (the “2019 VFN”) in the revolving amount of $115 million. The 2019 VFN have a final legal maturity date of January 20, 2050. The commitment under the 2019 VFN expires on July 20, 2022, and is subject to three one-year extensions at the election of the Company. The 2019 VFN is secured by substantially all assets of the Issuer and are guaranteed by the Securitization Entities. The Issuer may elect interest at the Base Rate plus an applicable margin or LIBOR plus an applicable margin (the LIBOR rate as the applicable interest rate). No amounts were outstanding under the 2019 VFN as of September 25, 2021. As of September 25, 2021, there were $15 million of outstanding letters of credit which reduced the borrowing availability under the 2019 VFN to $100 million.

Driven Holdings Revolving Credit Facility

In May 2021, the Company entered into a credit agreement to secure a revolving line of credit with a group of financial institutions (“Driven Holdings Revolving Credit Facility”), which provides for an aggregate principal amount of up to $300 million, and has a maturity date of May 27, 2026. Eurocurrency borrowings incur interest at an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 1.50%, which may increase to 1.75% based on the Net First Lien Leverage Ratio under the Driven Holdings Revolving Credit Facility. The Driven Holdings Revolving Credit Facility also includes periodic commitment fees based on the available unused balance and a quarterly administrative fee.

As of September 25, 2021, there was $247 million outstanding on the Driven Holdings Revolving Credit Facility, with immaterial accrued interest at quarter-end.

The Company’s debt agreements are subject to certain quantitative and qualitative covenants. As of September 25, 2021, the Company and its subsidiaries were in compliance with all covenants.