Long-term debt

The long-term debt of the company is summarized below:



In thousands of dollars
	Dec. 29, 2013			Dec. 30, 2012
Unsecured floating rate term loan due quarterly through August 2018	$	154,800		$	—
VIE unsecured floating rate term loans due quarterly through December 2018	39,270			—
Unsecured notes bearing fixed rate interest at 8.75% due November 2014	250,000			250,000
Unsecured notes bearing fixed rate interest at 10% due June 2015	66,568			66,568
Unsecured notes bearing fixed rate interest at 6.375% due September 2015	250,000			250,000
Unsecured notes bearing fixed rate interest at 10% due April 2016	193,429			193,429
Unsecured notes bearing fixed rate interest at 9.375% due November 2017 (a)	250,000			250,000
Borrowings under revolving credit agreement expiring August 2018	—			205,000
Unsecured notes bearing fixed rate interest at 7.125% due September 2018	250,000			250,000
Unsecured notes bearing fixed rate interest at 5.125% due October 2019	600,000			—
Unsecured notes bearing fixed rate interest at 5.125% due July 2020	600,000			—
Unsecured notes bearing fixed rate interest at 6.375% due October 2023	650,000			—
Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000			—
Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000			—
Total principal long-term debt	3,744,067			1,464,997
Other (fair market value adjustments and discounts)	(31,167		)	(32,897		)
Total long-term debt	3,712,900			1,432,100
Less current portion of long-term debt maturities of VIE loans	5,890			—
Long-term debt, net of current portion	$	3,707,010		$	1,432,100
(a) On Feb. 5, 2014 the company sent notice of its intent to redeem the 9.375% notes on March 14, 2014. The notes will be redeemed for 104.688% of the outstanding principal amount, pursuant to the original terms.

Total average debt outstanding in 2013 and 2012 was $2.0 billion and $1.7 billion, respectively. The weighted average interest rate on all debt was 7.7% for both 2013 and 2012.

On Dec. 29, 2013, the company had unused borrowing capacity of $1.2 billion under its revolving credit agreement that expires in August 2018.

In connection with the company’s acquisition of Belo on Dec. 23, 2013 (the Belo Acquisition), the company assumed $715 million in principal amount of long-term debt issued by Belo to include $275 million in aggregate principal amount of its 8.00% senior unsecured notes due 2016 (the 2016 Notes), $200 million in aggregate principal amount of its 7.75% senior unsecured notes due June 2027 and $240 million in aggregate principal amount of its 7.25% senior unsecured notes due September 2027 (the 2027 Notes). The 2016 Notes were subsequently redeemed in December 2013. Contemporaneous with the Belo Acquisition, the Amended and Restated Competitive Advance and Revolving Credit Facility Agreement between Belo and JPMorgan Chase Bank, N.A., Sun Trust Bank, Royal Bank of Canada, and other lenders, which was scheduled to mature on Aug. 15, 2016, was terminated.

In connection with the Belo Acquisition, the company acquired four television stations and simultaneously sold designated assets, equipment, programming and distribution rights and the Federal Communications Commission (FCC) licenses to unrelated third parties. The acquisition of these assets was 100% financed by a group of financial institutions and this debt is guaranteed by the company’s wholly-owned material domestic subsidiaries. These four television stations were considered variable interest entities (VIEs, see Note 1) and the company concluded that it was the primary beneficiary and as such, has consolidated these entities and the accompanying debt is reflected in the company’s consolidated balance sheet as of Dec. 29, 2013. These loans are due March 2014 through December 2018. The borrower may borrow at an applicable margin above the Eurodollar base rate (LIBOR loan) or the higher of the Prime Rate, the Federal Funds Effective Rate plus 0.50%, or the one month LIBOR rate plus 1.00% (ABR loan). The applicable margin is determined based on the company’s leverage ratio but differs between LIBOR loans and ABR loans. The interest rate as of Dec. 29, 2013 was 4.25%. Separate from the above transaction, but also part of the Belo transaction, the company acquired three television stations and simultaneously sold designated assets, equipment, programming and distribution rights and the FCC licenses of these stations to an unrelated third party. The acquisition of these assets was 100% financed and this debt is guaranteed by the company’s wholly-owned material domestic subsidiaries. These three television stations were considered VIEs, however the company is not the primary beneficiary and therefore did not consolidate these entities. The principal amount of the debt is $66.9 million and it is due March 2014 through December 2018. These unconsolidated VIEs are subject to forward sales agreements and this debt is expected to be repaid upon the sale of these stations in 2014, at which time the guarantees will be released. The company believes the likelihood of the guarantees being called is remote.

In July 2013, the company completed the private placement of $600 million in aggregate principal amount of its 5.125% senior unsecured notes due 2020 (the 2020 Notes). The 2020 Notes were priced at 98.566% of face value, resulting in a yield to maturity of 5.375%. Subject to certain exceptions, the 2020 Notes may not be redeemed by the company prior to July 15, 2016. The 2020 Notes were issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The 2020 Notes are guaranteed on a senior basis by the subsidiaries of the company that guarantee its revolving credit facility, term loan and its notes maturing in 2014 and thereafter, except for the 2027 Notes. The company used the net proceeds to repay the outstanding indebtedness under its revolving credit facilities and to extinguish the 2016 Notes. Remaining proceeds are being used for general corporate purposes.

In October 2013, the company completed the private placement of $600 million in aggregate principal amount of its 5.125% senior unsecured notes due 2019 (the 2019 Notes) and $650 million in aggregate principal amount of its 6.375% senior unsecured notes due 2023 (the 2023 Notes, and collectively with the 2019 Notes, the Merger Financing Notes). The 2019 Notes were priced at 98.724% of face value, resulting in a yield to maturity of 5.375%. Subject to certain exceptions, the 2019 Notes may not be redeemed by the company prior to Oct. 15, 2016. The 2023 Notes were priced at 99.086% of face value, resulting in a yield to maturity of 6.500%. Subject to certain exceptions, the 2023 Notes may not be redeemed by the company prior to Oct. 15, 2018. The Merger Financing Notes were issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Merger Financing Notes are guaranteed on a senior basis by the subsidiaries of the company that guarantee its revolving credit facility, term loan and its notes maturing in 2014 and thereafter, except for the 2027 Notes. The proceeds from the sale of the Merger Financing Notes plus available cash were used to finance the Belo acquisition.

In August 2013, the company entered into an agreement to replace, amend and restate its existing revolving credit facilities with a credit facility expiring on Aug. 5, 2018, which was further amended on Sept. 24, 2013 (the Amended and Restated Credit Agreement). Total commitments under the Amended and Restated Credit Agreement are $1.2 billion. Subject to total leverage ratio limits, the Amended and Restated Credit Agreement eliminates the company’s restriction on incurring additional indebtedness. The maximum total leverage ratio permitted by the Amended and Restated Credit Agreement after the Belo Acquisition is 4.0x for the first 18 months following the closing date of the Amended and Restated Credit Agreement (Aug. 5, 2013), reducing to 3.75x from the 18th to the 30th month anniversary of the closing date, and then reducing to 3.50x thereafter. Commitment fees on the revolving credit agreement are equal to 0.375% - 0.50% of the undrawn commitments, depending upon the company’s leverage ratio, and are computed on the average daily undrawn balance under the revolving credit agreement and paid each quarter. Under the Amended and Restated Credit Agreement, the company may borrow at an applicable margin above the Eurodollar base rate (LIBOR loan) or the higher of the Prime Rate, the Federal Funds Effective Rate plus 0.50%, or the one month LIBOR rate plus 1.00% (ABR loan). The applicable margin is determined based on the company’s leverage ratio but differs between LIBOR loans and ABR loans. For LIBOR based borrowing, the margin varies from 1.75% to 2.5%. For ABR based borrowing, the margin will vary from 0.75% to 1.50%. Based on the company’s leverage ratio as of Dec. 29, 2013, the company’s applicable margins were 2.50% and 1.50%, respectively. The company also borrowed $154.8 million under a new five-year term loan. The interest rate on the term loan is equal to the rate for a LIBOR loan under the Amended and Restated Credit Agreement. Both the revolving credit loan and the term loan are guaranteed by a majority of the company’s wholly-owned material domestic subsidiaries.

The company has an effective universal shelf registration statement under which an unspecified amount of securities may be issued, subject to a $7.0 billion limit established by the Board of Directors. Proceeds from the sale of such securities may be used for general corporate purposes, including capital expenditures, working capital, securities repurchase programs, repayment of debt and financing of acquisitions. The company may also invest borrowed funds that are not required for other purposes in short-term marketable securities.

The following schedule of annual maturities of the principal amount of total debt assumes the company uses available capacity under its revolving credit agreement to refinance unsecured floating rate term loans and notes due in 2014. Based on this refinancing assumption, all of the obligations other than VIE unsecured floating rate term loans due in 2014 are reflected as maturities for 2015 and beyond.



In thousands of dollars
2014 (1)	$	5,890
2015	356,022
2016	232,883
2017	289,454
2018	569,818
Thereafter	2,290,000
Total	$	3,744,067

(1) Maturities of principal amount of debt due in 2014 (primarily the 8.75% fixed rate notes due in November 2014) are assumed to be repaid with funds from the revolving credit agreement.

The company’s debt maturities may be repaid with cash flow from operating activities by accessing capital markets or a combination of both.