2019 Recapitalization

On November 19, 2019, the Company completed a recapitalization (the “2019 Recapitalization”) in which certain of the Company’s subsidiaries issued $675.0 million Series

2019-1

3.668% Fixed Rate Senior Secured Notes, Class

A-2

with an anticipated term of 10 years (the “2019 Ten-Year Fixed Rate Notes”) pursuant to an asset-backed securitization. The Company also entered into a revolving financing facility on the Closing Date, which allows for the issuance of up to $200.0 million Series

2019-1

Variable Funding Senior Secured Notes, Class

A-1

(the “2019 Variable Funding Notes”) and certain other credit instruments, including letters of credit. The 2019

Ten-Year

Fixed Rate Notes and the 2019 Variable Funding Notes are referred to collectively as the “2019 Notes.” Gross proceeds from the issuance of the 2019 Notes were $675.0 million.

The proceeds from the 2019 Recapitalization were used to

pre-fund

a portion of the principal and interest payable on the 2019 Notes, pay transaction fees and expenses and repurchase and retire shares of the Company’s common stock. In connection with the issuance of the 2019 Variable Funding Notes, the Company permanently reduced to zero the commitment to fund the 2017 Variable Funding Notes and the 2017 Variable Funding Notes were cancelled. Additionally, in connection with the 2019 Recapitalization, the Company capitalized $8.1 million of debt issuance costs, which are being amortized into interest expense over the expected term of the 2019

Ten-Year

Fixed Rate Notes.

2018 Recapitalization

On April 24, 2018, the Company completed a recapitalization (the “2018 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. The notes consist of $425.0 million Series

2018-1

4.116% Fixed Rate Senior Secured Notes, Class

A-2-I

with an anticipated term of 7.5 years (the “2018

7.5-Year

Fixed Rate Notes”), and $

400.0

million Series

2018-1

4.328% Fixed Rate Senior Secured Notes, Class

A-2-II

with an anticipated term of 9.25 years (the “2018

9.25-Year

Fixed Rate Notes” and, collectively with the 2018 7.5-Year Fixed Rate Notes, the “2018 Notes”). Gross proceeds from the issuance of the 2018 Notes were $825.0 million.

The proceeds from the 2018 Recapitalization were used to repay the remaining $490.1 million in outstanding principal and interest under the Company’s 2015 Five-Year Fixed Rate Notes,

pre-fund

a portion of the principal and interest payable on the 2018 Notes, pay transaction fees and expenses and repurchase and retire shares of the Company’s common stock. In connection with the repayment of the 2015 Five-Year Fixed Rate notes, the Company expensed approximately $3.2 million for the remaining unamortized debt issuance costs associated with these notes. Additionally, in connection with the 2018 Recapitalization, the Company capitalized $8.2 million of debt issuance costs, which are being amortized into interest expense over the expected terms of the 2018 Notes.

2017 Recapitalization

On July 24, 2017, the Company completed a recapitalization (the “2017 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. The notes consist of $300.0 million Series

2017-1

Floating Rate Senior Secured Notes, Class

A-2-I

with an anticipated term of

five years

(the “2017 Floating Rate Notes”), $600.0 million Series

2017-1

3.082% Fixed Rate Senior Secured Notes, Class

A-2-II

with an anticipated term of five years (the “2017 Five-Year Fixed Rate Notes”) and $1.0 billion Series

2017-1

4.118% Fixed Rate Senior Secured Notes, Class

A-2-III

with an anticipated term of ten years (the “2017

Ten-Year

Fixed Rate Notes” and, collectively with the 2017 Floating Rate Notes and the 2017 Five-Year Fixed Rate Notes, the “2017 Fixed and Floating Rate Notes”). The interest rate on the 2017 Floating Rate Notes is payable at a rate equal to LIBOR plus 125 basis points. Concurrently, the Company also issued a variable funding note facility which allow

for advances of up to $175.0 million of Series

2017-1

Variable Funding Senior Secured Notes, Class

A-1

(the “2017 Variable Funding Notes”) and certain other credit instruments, including letters of credit. The 2017 Fixed and Floating Rate Notes and the 2017 Variable Funding Notes are collectively referred to as the “2017 Notes.” The 2017 Variable Funding Notes were undrawn on the closing date. Gross proceeds from the issuance of the 2017 Notes were $1.9 billion.

A portion of proceeds from the 2017 Recapitalization was used to repay the remaining $910.5 million in outstanding principal and interest under the Series

2012-1

5.216% Fixed Rate Senior Secured Notes, Class

A-2

(the “2012 Fixed Rate Notes”),

pre-fund

a portion of the principal and interest payable on the 2017 Fixed and Floating Rate Notes and pay transaction fees and expenses, described in additional detail below. In connection with the issuance of the 2017 Variable Funding Notes, the Company permanently reduced to zero the commitment to fund the 2015 Variable Funding Notes and the 2015 Variable Funding Notes were cancelled. The Company also used a portion of the proceeds from the 2017 Recapitalization to enter into a $1.0 billion accelerated share repurchase agreement (the “2017 ASR Agreement”) with a counterparty. See Note 11 for additional detail related to this transaction.

2015 Recapitalization

On October 21, 2015, the Company completed a recapitalization transaction (the “2015 Recapitalization”) in which certain of the Company’s subsidiaries issued notes pursuant to an asset-backed securitization. In connection with the 2015 Recapitalization, the Company issued $1.3 billion aggregate principal amount of fixed rate notes consisting of $500.0 million Series

2015-1

3.484% Fixed Rate Senior Secured Notes, Class

A-2-I

(the “2015 Five-Year Fixed Rate Notes”) and $800.0 million Series

2015-1

4.474% Fixed Rate Senior Secured Notes, Class

A-2-II

(the “2015

Ten-Year

Fixed Rate Notes” and, together with the 2015 Five-Year Fixed Rate Notes, the “2015

Notes”). The 2019 Notes, 2018 Notes, 2017 Notes and 2015 Notes are collectively referred to as the “Notes.”

2019 Notes

The 2019

Ten-Year

Fixed Rate Notes have remaining scheduled principal payments of

6.8

million in each of 2020 through 2028 and $

614.3

million in 2029. During 2019, the Company did not make any principal payments on the 2019

Ten-Year

Fixed Rate Notes.

The legal final maturity date of the 2019

Ten-Year

Fixed Rate Notes is October 2049, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2019

Ten-Year

Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in October 2029. If the Company has not repaid or refinanced the

2019

Ten-Year

Fixed Rate Notes prior

to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

The 2019 Variable Funding Notes allow for advances of up to $200.0 million and issuance of certain other credit instruments, including letters of credit. Interest on the 2019 Variable Funding Notes is payable at a per year rate equal to LIBOR plus 150 basis points. The 2019 Variable Funding Notes were undrawn at closing. The unused portion of the 2019 Variable Funding Notes is subject to a commitment fee ranging from 50 to 100 basis points depending on utilization. It is anticipated that any amounts outstanding on the 2019 Variable Funding Notes will be repaid in full on or prior to October 2024, subject to two additional

one-year

extensions at the option of the Company, subject to certain conditions. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the 2019 Variable Funding Notes equal to 5% per annum. As of December 29, 2019, the Company had no outstanding borrowings and $158.6 million of available borrowing capacity under its 2019 Variable Funding Notes, net of letters of credit issued of $41.4 million.

2018 Notes

The 2018 Notes have remaining scheduled principal payments of $8.3 million in each of 2020 through 2024, $402.4 million in 2025, $4.0 million in 2026 and $367.0 million in 2027. During 2019, the Company made principal payments of approximately $6.2 million on the 2018 Notes.

The legal final maturity date of the 2018 Notes is July 2048, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2018

7.5-Year

Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in October 2025, and the 2018

9.25-Year

Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in July 2027. If the Company has not repaid or refinanced the 2018 Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

2017 Notes

The 2017 Fixed and Floating Rate Notes have remaining scheduled principal payments of $19.0 million in each of 2020

and

2021, $874.0 million in 2022, $10.0 million in each of 2023 through 2026, and $910.0 million in 2027. During 2019, the Company made principal payments of approximately $14.3 million on the 2017 Fixed and Floating Rate Notes.

The legal final maturity date of the 2017 Fixed and Floating Rate Notes is October 2047, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2017 Floating Rate Notes and 2017 Five-Year Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in July 2022, and the 2017

Ten-Year

Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in July 2027. If the Company has not repaid or refinanced the 2017 Fixed and Floating Rate Notes prior to the applicable anticipated repayment dates, additional interest of at least 5% per annum will accrue, as defined in the related agreements.

2015 Notes

The 2015 Five-Year Fixed Rate Notes were repaid in connection with the 2018 Recapitalization. The 2015

Ten-Year

Fixed Rate Notes have remaining scheduled principal payments of $8.0 million in 2020 through 2024 and $734.0 million in 2025. During 2019, the Company made principal payments of approximately $6.0 million on the 2015

Ten-Year

Fixed Rate Notes.

The legal final maturity date of the 2015

Ten-Year

Fixed Rate Notes is in October 2045, but it is anticipated that, unless earlier prepaid to the extent permitted under the related debt agreements, the 2015

Ten-Year

Fixed Rate Notes will be repaid on or prior to the anticipated repayment date occurring in October 2025. If the Company has not repaid or refinanced the 2015

Ten-Year

Fixed Rate Notes prior to the applicable anticipated repayment date, additional interest will accrue of at least 5% per annum, as defined in the related agreements.

Debt Issuance Costs and Transaction-Related Expenses

During 2019 and in connection with the 2019 Recapitalization, the Company incurred $0.5 million of net pre-tax 2019 Recapitalization-related general and administrative expenses, including legal and professional fees. In connection with the 2019 Recapitalization, the Company recorded $8.1 million of debt issuance costs, which are being amortized into interest expense over the

ten-year

expected term of the 2019

Ten-Year

Fixed Rate Notes.

During 2018 and in connection with the 2018 Recapitalization, the Company incurred approximately $3.8 million of net

pre-tax

expenses, primarily related to $3.2 million in expense related to the

write-off

of debt issuance costs associated with the repayment of the 2015 Five-Year Fixed Rate Notes. The Company also incurred approximately $0.1 million of interest expense on the 2015 Five-Year Fixed Rate Notes subsequent to the closing of the 2018 Recapitalization but prior to the repayment of the 2015 Five-Year Fixed Rate Notes, resulting in the payment of interest on both the full amount of the 2015 Five-Year Fixed Rate Notes and 2018 Notes for a short period of time. Further, the Company incurred $0.5 million of other net 2018 Recapitalization-related general and administrative expenses, including legal and professional fees. In connection with the 2018 Recapitalization, the Company recorded $8.2 million of debt issuance costs, which are being amortized into interest expense over the 7.5 and

9.25-year

expected terms of the 2018 Notes.

During 2017 and in connection with the 2017 Recapitalization, the Company incurred approximately $6.4 million of net

pre-tax

expenses, primarily related to $5.5 million in expense related to the

write-off

of debt issuance costs associated with the repayment of the 2012 Fixed Rate Notes. The Company also incurred approximately $0.3 million of interest expense on the 2012 Fixed Rate Notes subsequent to the closing of the 2017 Recapitalization but prior to the repayment of the 2012 Fixed Rate Notes, resulting in the payment of interest on both the full amount of the 2012 and 2017 Notes for a short period of time. Further, the Company incurred $0.6 million of other net 2017 Recapitalization-related general and administrative expenses, including legal and professional fees. In connection with the 2017 Recapitalization, the Company recorded $16.8 million of debt issuance costs, which are being amortized into interest expense over the five and

ten-year

expected terms of the 2017 Notes.

Guarantees and Covenants of the Notes

The Notes are guaranteed by certain subsidiaries of DPLLC and secured by a security interest in substantially all of the assets of the Company, including royalty and certain other income from all U.S. and international stores, U.S. supply chain income and intellectual property. The restrictions placed on the Company’s subsidiaries require that the Company’s principal and interest obligations have first priority and amounts are segregated weekly to ensure appropriate funds are reserved to pay the quarterly principal and interest amounts due. The amount of weekly cash flow that exceeds the required weekly interest reserve is generally remitted to the Company in the form of a dividend. However, once the required obligations are satisfied, there are no further restrictions, including payment of dividends, on the cash flows of the subsidiaries.

The Notes are subject to certain financial and

non-financial

covenants, including a debt service coverage ratio calculation, as defined in the related agreements. The covenants, among other things, may limit the ability of certain of the Company’s subsidiaries to declare dividends, make loans or advances or enter into transactions with affiliates. In the event that certain covenants are not met, the Notes may become partially or fully due and payable on an accelerated schedule. In addition, the Company may voluntarily prepay, in part or in full, the Notes at any time, subject to certain make-whole interest obligations.

While the Notes are outstanding, scheduled payments of principal and interest are required to be made on a quarterly basis. The payment of principal of the 2019

Ten-Year

Fixed Rate Notes, 2018 Notes, the 2017 Fixed and Floating Rate Notes and the 2015 Notes shall be suspended if the leverage ratio for the Company is less than or equal to 5.0x total debt, as defined, to adjusted EBITDA, as defined. Scheduled principal payments will resume upon failure to satisfy the aforementioned leverage ratio on an ongoing basis and no

catch-up

provisions are applicable.

Prior to the 2017 Recapitalization and the repayment of the remaining principal and interest under the 2012 Fixed Rate Notes, the payment of principal of the 2012 Fixed Rate Notes and 2015 Notes was to be suspended if the leverage ratios for the Company were less than or equal to 4.5x total debt to adjusted EBITDA, as defined, and there were no scheduled principal

catch-up

amounts outstanding; provided, that during any such suspension, principal payments would continue to accrue and were subject to

catch-up

upon failure to satisfy the aforementioned leverage ratios on an ongoing basis.

During the third quarter of 2019, the Company had a leverage ratio of less than 5.0x, and, in accordance with the Company’s debt agreements, ceased debt amortization payments in the fourth quarter of 2019. Subsequent to the 2019 Recapitalization, the Company’s leverage ratios exceeded the leverage ratio of 5.0x and, accordingly, the Company resumed making the scheduled amortization payments on the Notes in the first quarter of 2020.

During the first quarter of 2017, the Company had a leverage ratio under the Company’s then

outstanding 2012 Fixed Rate Notes and 2015 Notes of less than 4.5x, and, in accordance with the Company’s debt agreements, ceased debt amortization payments beginning in the second quarter of 2017. The Company continued to have leverage ratios of less than 4.5x in the third quarter prior to the 2017 Recapitalization and accordingly, did not make previously scheduled debt amortization payments in accordance with the debt agreements. Subsequent to the 2017 Recapitalization, the Company’s leverage ratios exceeded the leverage ratio of 5.0x and, accordingly, the Company began making the scheduled amortization payments on the Notes.

Consolidated Long-Term Debt

At December 29, 2019 and December 30, 2018, consolidated long-term debt consisted of the following (in thousands):


	2019			2018
2015 Ten-Year Fixed Rate Notes	$	774,000		$	780,000
2017 Five-Year Fixed Rate Notes		588,000			592,500
2017 Ten-Year Fixed Rate Notes		980,000			987,500
2017 Five-Year Floating Rate Notes		294,000			296,250
2018 7.5-Year Fixed Rate Notes		419,688			422,875
2018 9.25-Year Fixed Rate Notes		395,000			398,000
2019 Ten-Year Fixed Rate Notes		675,000			—
2017 Variable Funding Notes		—			65,000
2019 Variable Funding Notes		—			—
Finance lease obligations		19,657			17,006
Debt issuance costs, net of accumulated amortization of $12.9 million in 2019 and $8.2 million in 2018		(30,896	)		(27,547	)

Total debt		4,114,449			3,531,584
Less – current portion		43,394			35,893

Consolidated long-term debt, net of debt issuance c osts	$	4,071,055		$	3,495,691

At December

, 2019, maturities of long-term debt and finance lease obligations are as follows (in thousands):


2020	$	43,394
2021		42,842
2022		897,930
2023		34,030
2024		34,144
Thereafter		3,093,005

	$	4,145,345

Fair Value Disclosures

Management estimated the approximate fair values of the 2019 Ten-Year Fixed Rate Notes, 2018 Notes, 2017 Fixed and Floating Rate Notes and 2015 Notes as follows (in thousands):


	December 29, 2019				December 30, 2018
	Principal Amount		Fair Value		Principal Amount		Fair Value
2015 Ten-Year Fixed Rate Notes	$	774,000	$	804,960	$	780,000	$	783,120
2017 Five-Year Fixed Rate Notes		588,000		588,588		592,500		575,910
2017 Ten-Year Fixed Rate Notes		980,000		1,017,240		987,500		956,888
2017 Five-Year Floating Rate Notes		294,000		294,000		296,250		295,065
2018 7.5-Year Fixed Rate Notes		419,688		431,439		422,875		416,955
2018 9.25-Year Fixed Rate Notes		395,000		414,355		398,000		396,010
2019 Ten-Year Fixed Rate Notes		675,000		675,675		—		—

At December 29, 2019, the Company did not have any outstanding borrowings under its variable funding notes. The Company had $65.0 million outstanding under its variable funding notes at December 30, 2018. Borrowings under the variable funding notes are a variable rate loan. The fair value of this loan approximated book value based on the borrowing rates currently available for variable rate loans obtained from third party lending institutions. This fair value represents a Level 2 measurement (Note 3).

The 2019

Ten-Year

Fixed Rate Notes, 2018 Notes, 2017 Fixed and Floating Rate Notes and 2015 Notes are classified as a Level 2 measurement, as the Company estimated the fair value amount by using available market information. The Company obtained broker quotes from two separate brokerage firms that are knowledgeable about the Company’s Notes and, at times, trade these notes. Further, the Company performs its own internal analysis based on the information it gathers from public markets, including information on notes that are similar to that of the Company. However, considerable judgment is required in interpreting market data to develop estimates of fair value.

Accordingly, the fair value estimates presented herein are not necessarily indicative of the amount that the Company or the debtholders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair values calculated above.