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Indebtedness and Credit Agreements
3 Months Ended
May 31, 2014
Indebtedness and Credit Agreements  
Indebtedness and Credit Agreements

8. Indebtedness and Credit Agreements

        Following is a summary of indebtedness and lease financing obligations at May 31, 2014 and March 1, 2014:

 
  May 31,
2014
  March 1,
2014
 

Secured Debt:

             

Senior secured revolving credit facility due February 2018

  $ 351,000   $ 400,000  

Tranche 6 Term Loan due February 2020

        1,152,293  

Tranche 7 Term Loan due February 2020

    1,152,293      

10.25% senior secured notes (second lien) due October 2019 ($270,000 face value less unamortized discount of $1,109 and $1,160)

    268,891     268,840  

8.00% senior secured notes (senior lien) due August 2020

    650,000     650,000  

Tranche 1 Term Loan (second lien) due August 2020

    470,000     470,000  

Tranche 2 Term Loan (second lien) due June 2021

    500,000     500,000  

Other secured

    5,325     5,324  
           

 

    3,397,509     3,446,457  

Guaranteed Unsecured Debt:

   
 
   
 
 

9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $3,919 and $4,087)

    905,919     906,087  

6.75% senior notes due June 2021

    810,000     810,000  
           

 

    1,715,919     1,716,087  

Unguaranteed Unsecured Debt:

   
 
   
 
 

8.5% convertible notes due May 2015

    64,188     64,188  

7.7% notes due February 2027

    295,000     295,000  

6.875% fixed-rate senior notes due December 2028

    128,000     128,000  
           

 

    487,188     487,188  

Lease financing obligations

    103,770     107,411  
           

Total debt

    5,704,386     5,757,143  

Current maturities of long-term debt and lease financing obligations

    (112,818 )   (49,174 )
           

Long-term debt and lease financing obligations, less current maturities

  $ 5,591,568     5,707,969  
           
           

Credit Facility

        The Company has a senior secured credit facility that consists of a $1,795,000 revolving credit facility and a $1,152,293 senior secured term loan (the "Tranche 7 Term Loan"). Borrowings under the revolving credit facility bear interest at a rate per annum between LIBOR plus 2.25% and LIBOR plus 2.75%, if the Company chooses to make LIBOR borrowings, or between Citibank's base rate plus 1.25% and Citibank's base rate plus 1.75% in each case based upon the amount of revolver availability as defined in the senior secured credit facility. The Company is required to pay fees between 0.375% and 0.50% per annum on the daily unused amount of the revolver, depending on the amount of revolver availability. Amounts drawn under the revolver become due and payable on February 21, 2018. On March 14, 2014, the Company amended and restated its credit agreement governing its senior secured credit facility, pursuant to which it prepaid its outstanding Tranche 6 Term Loan with the proceeds of a new $1,152,293 Tranche 7 Term Loan. The Tranche 7 Term Loan matures on February 21, 2020 and currently bears interest at a rate per annum equal to LIBOR plus 2.75%, if the Company chooses to make LIBOR borrowings, or at Citibank's base rate plus 1.75%. The Tranche 7 Term Loan is subject to a 0.75% LIBOR floor per annum.

        The Company's ability to borrow under the revolver is based upon a specified borrowing base consisting of accounts receivable, inventory and prescription files. At May 31, 2014, the Company had $351,000 of borrowings outstanding under the revolver and had letters of credit outstanding against the revolver of $77,826, which resulted in additional borrowing capacity of $1,366,174.

        The senior secured credit facility contains certain restrictions on the ability of the Company and the subsidiary guarantors to accumulate cash on hand, and under certain circumstances, requires the funds in the Company's deposit accounts to be applied first to the repayment of outstanding revolving loans under the senior secured credit facility and then to be held as collateral for the senior obligations.

        The senior credit facility restricts the amount of secured and unsecured debt the Company may have outstanding. The senior secured credit facility allows the Company to incur an unlimited amount of unsecured debt with a maturity beyond May 21, 2020. However, the Company's second priority secured term loan facilities and the indentures that govern the Company's secured and guaranteed unsecured notes contain restrictions on the amount of additional secured and unsecured debt that can be incurred by the Company. Pursuant to certain of the Company's existing indentures, the Company could not incur any additional secured debt assuming a fully drawn revolver and the outstanding letters of credit. The ability to issue additional unsecured debt under the second priority secured term loan facilities and the indentures is generally governed by an interest coverage ratio test. As of May 31, 2014, the Company had the ability to issue additional unsecured debt under the second lien credit facilities and other indentures.

        The senior secured credit facility contains additional covenants which place restrictions on the incurrence of debt, the payments of dividends, sale of assets, mergers and acquisitions and the granting of liens. The credit facility has a financial covenant, which is the maintenance of a fixed charge coverage ratio. The covenant requires that, if availability on the revolving credit facility is less than $150,000, the Company must maintain a minimum fixed charge coverage ratio of 1.00 to 1.00. As of May 31, 2014, availability under the revolving credit facility was in excess of $150,000 and our fixed charge coverage ratio was greater than 1.00 to 1.00. The senior secured credit facility also provides for customary events of default.

        The Company also has a second priority secured term loan facility, which includes a $470,000 second priority secured term loan (the "Tranche 1 Term Loan"). The Tranche 1 Term Loan matures on August 21, 2020 and currently bears interest at a rate per annum equal to LIBOR plus 4.75% with a LIBOR floor of 1.00%, if the Company chooses to make LIBOR borrowings, or at Citibank's base rate plus 3.75%.

        On June 21, 2013, the Company entered into a new second priority secured term loan facility, which includes a $500,000 second priority secured term loan (the "Tranche 2 Term Loan"). The Tranche 2 Term Loan matures on June 21, 2021 and currently bears interest at a rate per annum equal to LIBOR plus 3.875% with a LIBOR floor of 1.00%, if the Company chooses to make LIBOR borrowings, or at Citibank's base rate plus 2.875%.

        Substantially all of Rite Aid Corporation's 100 percent owned subsidiaries guarantee the obligations under the senior secured credit facility, second priority secured term loan facilities, secured guaranteed notes and unsecured guaranteed notes. The senior secured credit facility, second priority secured term loan facilities and secured guaranteed notes are secured, on a senior or second priority basis, as applicable, by a lien on, among other things, accounts receivable, inventory and prescription files of the subsidiary guarantors. The subsidiary guarantees related to the Company's senior secured credit facility, second priority secured term loan facilities and secured guaranteed notes and, on an unsecured basis, the unsecured guaranteed notes are full and unconditional and joint and several, and there are no restrictions on the ability of the Company to obtain funds from its subsidiaries. Also, the Company has no independent assets or operations, and subsidiaries not guaranteeing the credit facility, second priority secured term loan facilities and applicable notes are minor. Accordingly, condensed consolidating financial information for the Company and subsidiaries is not presented.

  • Maturities

        The aggregate annual principal payments of long-term debt for the remainder of fiscal 2015 and thereafter are as follows: 2015—$13,966; 2016—$75,711; 2017—$11,523; 2018—$362,523; 2019—$11,523 and $5,122,560 thereafter.