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Long-Term Debt
12 Months Ended
Apr. 26, 2015
Long-Term Debt  
Long-Term Debt

7. Long-Term Debt

        Long-term debt consists of the following:

                                                                                                                                                                                    

 

 

April 26,
2015

 

April 27,
2014

 

Senior Secured Credit Facility:

 

 

 

 

 

 

 

Revolving line of credit, expires April 19, 2018, interest payable at least quarterly at either LIBOR and/or prime plus a margin

 

$

75,000 

 

$

64,700 

 

5.875% Senior Notes, interest payable semi-annually March 15 and September 15, net

 

 

502,987 

 

 

350,000 

 

7.75% Senior Notes, interest payable semi-annually March 15 and September 15, net

 

 

62,012 

 

 

298,488 

 

8.875% Senior Subordinated Notes, interest payable semi-annually June 15 and December 15

 

 

350,000 

 

 

350,000 

 

Other

 

 

2,883 

 

 

3,113 

 

​  

​  

​  

​  

 

 

 

992,882 

 

 

1,066,301 

 

Less current maturities

 

 

170 

 

 

230 

 

​  

​  

​  

​  

Long-term debt

 

$

992,712 

 

$

1,066,071 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Senior Secured Credit Facility, as amended and restated—Our Senior Secured Credit Facility as amended and restated ("Credit Facility") consists of a $300,000 revolving line of credit. The Credit Facility is secured on a first priority basis by substantially all of our assets and guaranteed by all of our restricted subsidiaries.

        Our net revolving line of credit availability at April 26, 2015, as limited by our outstanding borrowings, was approximately $218,000, after consideration of $7,000 in outstanding letters of credit. We have an annual commitment fee related to the unused portion of the Credit Facility of up to 0.55% which is included in interest expense in the accompanying consolidated statements of operations. The weighted average effective interest rates of the Credit Facility for fiscal years 2015 and 2014 were 3.54% and 3.95%, respectively.

        The Credit Facility includes a number of affirmative and negative covenants, as well as certain financial covenants including maintenance of a total leverage ratio, senior secured leverage ratio and minimum interest coverage ratio. The Credit Facility also restricts our ability to make certain investments or distributions. We were in compliance with the covenants as of April 26, 2015.

        In fiscal 2015, we amended our Credit Facility to revise the definition of consolidated EBITDA to exclude the costs associated with the Colorado Referendum and certain severance expenses related to the corporate restructuring.

        In fiscal 2014, we amended our Credit Facility to modify our maximum allowed leverage and minimum interest coverage ratio covenants. This was accounted for in accordance with ASC 470-50, Debt Modifications and Extinguishments and we capitalized new deferred financing costs of $673.

        In fiscal 2013, we amended our Credit Facility and incurred non-cash charges, included in the statement of operations for the year ended April 28, 2013, of $2,236 related to the write-off of certain unamortized deferred financing costs. In addition, we capitalized new deferred financing costs of $6,288.

        5.875% Senior Notes—In March 2013, we issued $350,000 of 5.875% Senior Notes due 2021 ("5.875% Senior Notes"). The net proceeds were used to repay term loan borrowings under our Credit Facility. On April 14, 2015, we issued an additional $150,000 of 5.875% Senior Notes at a price of 102.0%, which have the same terms and are treated as the same class as the outstanding 5.875% Senior Notes (the "April 2015 issuance"), except that the April 2015 issuance is subject to transfer restrictions until we consummate the registered exchange offer. After deducting underwriting fees, the net proceeds of $151,500 from the April 2015 issuance were used to purchase a portion of the 7.75% Senior Notes validly tendered pursuant to the Tender Offer (as defined below). As a result of these issuances, we capitalized deferred financing costs of $2,536 in fiscal 2015 and $7,060 in fiscal 2013.

        The 5.875% Senior Notes are guaranteed, on a joint and several basis, by substantially all of our significant subsidiaries and certain other subsidiaries as described in Note 17. All of the guarantor subsidiaries are wholly owned by us. The 5.875% Senior Notes are general unsecured obligations and rank junior to all of our senior secured indebtedness and senior to our senior subordinated indebtedness. The 5.875% Senior Notes are redeemable, in whole or in part, at our option at any time on or after March 15, 2016, with call premiums as defined in the indenture governing the 5.875% Senior Notes.

        As required by the terms of a registration rights agreement related to the 5.875% Senior Notes issued in the April 2015 issuance, we filed a registration statement for an exchange offer of the April 2015 issuance of the 5.875% Senior Notes with the Securities and Exchange Commission on May 4, 2015, which was declared effective May 21, 2015. The exchange offer is expected to expire on June 22, 2015.

        7.75% Senior Notes—In March 2011, we issued $300,000 of 7.75% Senior Notes due 2019 at a price of 99.264% ("7.75% Senior Notes"). On April 7, 2015, we launched a cash tender offer for any and all of our outstanding 7.75% Senior Notes (the "Tender Offer"). The Tender Offer expired on April 13, 2015. We accepted for purchase $237,832 of the outstanding 7.75% Senior Notes validly tendered pursuant to the Tender Offer and we funded the payments utilizing the net proceeds from the 5.875% Senior Notes April 2015 issuance, additional borrowings under our Credit Facility and cash on hand. The aggregate amount paid of approximately $250,000, included tender offer consideration of $1.043 per $1.000 principal amount tendered, as well as accrued and unpaid interest on the 7.75% Senior Notes. As a result of the completed Tender Offer, we incurred expenses related to the write-off of deferred financing costs and the discount, tender fees and other related costs of $13,757, recorded as a loss on early extinguishment of debt in the consolidated statement of operations.

        On April 14, 2015 we issued an irrevocable notice of redemption of the remaining $62,168 of outstanding 7.75% Senior Notes at a redemption price of 103.875% of the principal amount, plus accrued and unpaid interest at the redemption date in accordance with the terms of the indenture governing the 7.75% Senior Notes. On May 14, 2015, we completed the redemption for approximately $65,000, utilizing additional borrowings under our Credit Facility and cash on hand.

        As of April 26, 2015, the 7.75% Senior Notes are guaranteed, on a joint and several basis, by substantially all of our significant subsidiaries and certain other subsidiaries as described in Note 17. All of the guarantor subsidiaries are wholly owned by us. The 7.75% Senior Notes are general unsecured obligations and rank junior to all of our senior secured indebtedness and senior to our senior subordinated indebtedness.

        8.875% Senior Subordinated Notes—On August 7, 2012, we completed the issuance and sale of $350,000 of 8.875% Senior Subordinated Notes due 2020 ("8.875% Senior Subordinated Notes"). We received net proceeds of $343,000 for this issuance after deducting underwriting fees. We repurchased and retired $357,275, of previously issued Senior Subordinated Notes with the proceeds from the issuance of the 8.875% Senior Subordinated Notes and cash on hand. As a result of the issuance and retirement, we incurred expenses related to the write-off of deferred financing costs, issuance costs and other related fees of approximately $2,500, including $1,000 in non-cash charges, and capitalized deferred financing costs of $8,137 in fiscal 2013.

        The 8.875% Senior Subordinated Notes are guaranteed, on a joint and several basis, by substantially all of our significant subsidiaries and certain other subsidiaries as described in Note 17. All of the guarantor subsidiaries are wholly owned by us. The 8.875% Senior Subordinated Notes are general unsecured obligations and rank junior to all of our senior indebtedness. The 8.875% Senior Subordinated Notes are redeemable, in whole or in part, at our option at any time on or after June 15, 2016, with call premiums as defined in the indenture governing the 8.875% Senior Subordinated Notes.

        The indentures governing the 5.875% Senior Notes, 7.75% Senior Notes and 8.875% Senior Subordinated Notes limit, among other things, our ability and our restricted subsidiaries' ability to borrow money, make restricted payments, use assets as security in other transactions, enter into transactions with affiliates, pay dividends, or repurchase stock. The indentures also limit our ability to issue and sell capital stock of subsidiaries, sell assets in excess of specified amounts or merge with or into other companies.

        Future Principal Payments of Long-term Debt—The aggregate principal payments due on long-term debt as of April 26, 2015 over the next five years and thereafter, are as follows:

                                                                                                                                                                                    

Fiscal Years Ending:

 

 

 

 

2016

 

$

170 

 

2017

 

 

112 

 

2018

 

 

137,284 

 

2019

 

 

94 

 

2020

 

 

102 

 

Thereafter

 

 

852,289 

 

​  

​  

 

 

 

990,051 

 

Debt premium and discount, net

 

 

2,831 

 

​  

​  

 

 

$

992,882 

 

​  

​  

​  

​