Long-Term Debt

9 Months Ended

Sep. 24, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The Company’s long-term debt obligations consist of the following:

(in thousands)	September 24, 2022		December 25, 2021
Series 2018-1 Securitization Senior Notes, Class A-2	$	262,625	$	264,688
Series 2019-1 Securitization Senior Notes, Class A-2	288,750		291,000
Series 2019-2 Securitization Senior Notes, Class A-2	266,750		268,813
Series 2019-3 Variable Funding Securitization Senior Notes, Class A-1	—		—
Series 2020-1 Securitization Senior Notes, Class A-2	171,063		172,375
Series 2020-2 Securitization Senior Notes, Class A-2	442,125		445,500
Series 2021-1 Securitization Senior Notes, Class A-2	445,500		448,875
Term Loan Facility	498,750		500,000
Revolving Credit Facility	300,000		—
Other debt (a)	45,690		39,082
Total debt	2,721,253		2,430,333
Less: unamortized debt issuance costs	(40,897)		(47,969)
Less: current portion of long-term debt	(23,836)		(26,044)
Total long-term debt, net	$	2,656,520	$	2,356,320

(a) Consists primarily of finance lease obligations. See Note 8.

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 has an expiration date of July 20, 2023, and subject to two one year extensions at the election of the Company. The 2019 VFN is secured by substantially all assets of Driven Brands Funding LLC (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 24, 2022 and no borrowings or repayments were made during the quarter or nine months ended September 24, 2022. As of September 24, 2022, there were $18 million of outstanding letters of credit which reduced the borrowing availability under the 2019 VFN.

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.

There was $300 million outstanding on the Driven Holdings Revolving Credit Facility as of September 24, 2022 with $300 million borrowings and no repayments made during the quarter or nine months ended September 24, 2022.

The Company’s debt agreements are subject to certain quantitative and qualitative covenants. As of September 24, 2022, the Company and its subsidiaries were in compliance with all covenants.