Long-Term Debt (Tables)

9 Months Ended

Apr. 30, 2014

Long-term Debt, Other Disclosures [Abstract]

Schedule Of Long-Term Debt

Long-term debt as of April 30, 2014, July 31, 2013 and April 30, 2013 is summarized as follows (in thousands):

	Maturity (a)	April 30, 2014		July 31, 2013		April 30, 2013
Credit Facility Revolver (b)	2019	$	—	$	—	$	—
Industrial Development Bonds	2020	41,200		41,200		41,200
Employee Housing Bonds	2027-2039	52,575		52,575		52,575
6.50% Notes (c)	2019	390,000		390,000		390,000
Canyons obligation (d)	2063	310,472		306,320		—
Other	2014-2029	5,855		6,827		5,983
Total debt		800,102		796,922		489,758
Less: Current maturities (e)		879		994		518
Long-term debt		$	799,223	$	795,928	$	489,240

(a) Maturities are based on the Company’s July 31 fiscal year end.

(b) On March 13, 2014, The Vail Corporation, a wholly-owned subsidiary of the Company, amended and restated its senior credit facility.  As part of this amendment and restatement, Vail Holdings, Inc. (“VHI”), a wholly-owned subsidiary of the Company, assumed the rights and obligations of The Vail Corporation, the former borrower under the senior credit facility.  The Company continues to be a guarantor under the amended credit facility.

Key modifications to the senior credit facility included, among other things, the extension of the maturity on the revolving credit facility from January 2016 to March 2019; decreased grid pricing for interest rate margins (as of April 30, 2014, under the amended credit facility, at LIBOR plus 1.50%) and commitment fees (as of April 30, 2014, under the amended credit facility, at 0.30%); increased letter of credit availability (under the amended credit facility, to $200 million); increased swing line loan availability (under the amended credit facility, to $75 million); and the expansion of baskets for improved flexibility in the Company’s ability to incur debt, pay, prepay, redeem and repurchase unsecured debt, dispose of assets, and make investments and distributions.  In addition, under the amended credit facility and subject to VHI meeting all compliance restrictions, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate amount not to exceed the greater of (i) $700 million and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Credit Agreement.

The amended credit facility is now referred to as the Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) among VHI, Bank of America, N.A., as administrative agent (the “Agent”), U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BBVA Compass, as documentation agent, Merrill Lynch Pierce, Fenner & Smith Incorporated and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, Wells Fargo Securities, LLC, as joint lead arranger, and the Lenders (as defined in the Credit Agreement) party thereto, and consists of a $400 million revolving credit facility.  VHI’s obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries).  The proceeds of loans made under the Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit.  The Credit Agreement matures in March 2019.  Borrowings under the Credit Agreement bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent’s prime lending rate plus a margin.  Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis.  The Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Credit Agreement, times the daily amount by which the Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit.  The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends.  The Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments.  In addition, the Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.

(c) On June 5, 2014, the Company submitted a redemption notice to the trustee for its 6.50% Notes to redeem $175.0 million of the 6.50% Notes.  The redemption price for the notes is 104.875%, plus accrued and unpaid interest to the redemption date of July 7, 2014.  As a result, the Company expects to incur an early redemption premium of 4.875%, or approximately $8.5 million, for the portion of the principal redeemed, which will be recorded, along with a write-off of approximately $2.3 million of unamortized debt issuance costs, as a loss on extinguishment of debt in the year ending July 31, 2014. Upon completion of the partial redemption, $215.0 million of the 6.50% Notes will remain outstanding.

(d) On May 24, 2013, VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement (the "Transaction Agreement") with affiliate companies of Talisker Corporation ("Talisker") pursuant to which the parties entered into a master lease agreement (the "Lease") and certain ancillary transaction documents on May 29, 2013 related to the Canyons mountain resort (see Note 5, Acquisitions). The obligation at April 30, 2014 represents future fixed lease payments for the remaining initial lease term of 50 years (including annual increases at the floor of 2%) discounted using an interest rate of 10%, and includes accumulated accreted interest expense of $5.1 million.

(e) Current maturities represent principal payments due in the next 12 months.

Schedule Of Aggregate Maturities For Debt Outstanding

Aggregate maturities for debt outstanding as of April 30, 2014 reflected by fiscal year are as follows (in thousands):

	Total
2014	$	21
2015	867
2016	266
2017	270
2018	271
Thereafter	798,407
Total debt	$	800,102