Long-term Debt, Net

Long-term debt, net consisted of the following (in thousands):



	MARCH 30,			DECEMBER 31,
	2014			2013
Senior secured term loan B facility, interest rate of 3.50% at March 30, 2014 and December 31, 2013 (1) (2)	$	925,000		$	935,000
Mortgage loan, weighted average interest rates of 4.04% and 4.02% at March 30, 2014 and December 31, 2013, respectively (3)	309,612			311,644
First mezzanine loan, interest rate of 9.00% at March 30, 2014 and December 31, 2013 (3)	85,862			86,131
Second mezzanine loan, interest rate of 11.25% at March 30, 2014 and December 31, 2013 (3)	86,519			86,704
Other notes payable, uncollateralized, interest rates ranging from 0.52% to 7.00% and from 0.58% to 7.00% at March 30, 2014 and December 31, 2013, respectively (1)	4,170			6,186
Sale-leaseback obligations (1)	2,375			2,375
Capital lease obligations (1)	1,179			1,255
	1,414,717			1,429,295
Less: current portion of long-term debt	(11,997		)	(13,546		)
Less: unamortized debt discount	(9,584		)	(10,152		)
Long-term debt, net	$	1,393,136		$	1,405,597

________________


(1)	Represents obligations of OSI.


(2)	At December 31, 2013, $20.0 million of OSI’s outstanding senior secured term loan B facility was at an interest rate of 4.75%.


(3)	Represents obligations of New PRP (as defined below).

Bloomin’ Brands, Inc. is a holding company and conducts its operations through its subsidiaries, certain of which have incurred their own indebtedness as described below.

Credit Agreement

On October 26, 2012, OSI completed a refinancing of its outstanding senior secured credit facilities and entered into a credit agreement (“Credit Agreement”) with a syndicate of institutional lenders and financial institutions. The senior secured credit facilities provide for senior secured financing of up to $1.225 billion, consisting of a $1.0 billion term loan B and a $225.0 million revolving credit facility, including letter of credit and swing-line loan sub-facilities (the “Credit Facilities”) and mature on October 26, 2019. The senior secured term loan B was issued with an original issue discount of $10.0 million. OSI amended the Credit Agreement in April 2013 for a repricing of its senior secured term loan B facility and in January 2014 to align the Credit Agreement with its change in fiscal year.

Senior Secured Term Loan B

Borrowings under the senior secured term loan B, as amended (“Term Loan B”), bear interest at 150 basis points over the Base Rate or 250 basis points over the Eurocurrency Rate and have interest rate floors of 2.00% for the Base Rate and 1.00% for the Eurocurrency Rate. The Base Rate option is the highest of (i) the prime rate of Deutsche Bank Trust Company Americas, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the Eurocurrency Rate with a one-month interest period plus 1.0% (“Base Rate”) (3.25% at March 30, 2014 and December 31, 2013). The Eurocurrency Rate option is the 30, 60, 90 or 180-day Eurocurrency Rate (“Eurocurrency Rate”) (ranging from 0.15% to 0.33% and 0.17% to 0.35% at March 30, 2014 and December 31, 2013, respectively). The Eurocurrency Rate may have a nine- or twelve-month interest period if agreed upon by the applicable lenders.

OSI is required to prepay outstanding term loans, subject to certain exceptions, with:


•	50% of its “annual excess cash flow” (with step-downs to 25% and 0% based upon its consolidated first lien net leverage ratio), as defined in the Credit Agreement, subject to certain exceptions;


•	100% of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and


•	100% of the net proceeds of any debt incurred, excluding permitted debt issuances.

The Term Loan B requires amortization payments of approximately $10.0 million per calendar year, payable in scheduled equal quarterly installments through September 2019. These payments are reduced by the application of any prepayments, including the $10.0 million prepayment that occurred during the thirteen weeks ended March 30, 2014. Any remaining balance is due at maturity. Since the inception of the Term Loan B, OSI has made sufficient voluntary prepayments in excess of the remaining required amortization payments and, as a result, will not be required to make any further required amortization payments until the remaining balance of the loan reaches maturity in October 2019.

The outstanding balance on the Term Loan B, excluding the unamortized debt discount, was $925.0 million and $935.0 million at March 30, 2014 and December 31, 2013, respectively. The remaining unamortized debt discount on the Term Loan B was $6.7 million and $7.0 million at March 30, 2014 and December 31, 2013, respectively. At March 30, 2014 and December 31, 2013, respectively, none of the outstanding balance on the Term Loan B was classified as current due to aggregate voluntary prepayments made by OSI and the results of its projected covenant calculations, which indicate the additional term loan prepayments, as described above, will not be required in the subsequent 12 months. The amount of outstanding term loans required to be prepaid in accordance with OSI’s debt covenants may vary based on year-end results.

Revolving Credit Facility

The revolving credit facility of $225.0 million matures October 26, 2017 and provides for swing-line loans and letters of credit for working capital and general corporate purposes. The revolving credit facility bears interest at rates ranging from 200 to 250 basis points over the Base Rate or 300 to 350 basis points over the Eurocurrency Rate, with step-downs based upon OSI’s consolidated first lien net leverage ratio. There were no loans outstanding under the revolving credit facility at March 30, 2014 or December 31, 2013, however, $29.6 million and $31.6 million, respectively, of the revolving credit facility was committed for the issuance of letters of credit and not available for borrowing. Total outstanding letters of credit issued under OSI’s revolving credit facility may not exceed $100.0 million.

At March 30, 2014 and December 31, 2013, the Company was in compliance with its debt covenants. See the 2013 Form 10-K for further information about OSI’s debt covenant requirements.

Commercial Mortgage-backed Securities Loan

Effective March 27, 2012, New Private Restaurant Properties, LLC and two of the Company’s other indirect wholly-owned subsidiaries (collectively, “New PRP”) entered into a commercial mortgage-backed securities loan (the “2012 CMBS Loan”) with German American Capital Corporation and Bank of America, N.A. The 2012 CMBS Loan totaled $500.0 million at origination and comprised a first mortgage loan in the amount of $324.8 million, collateralized by 261 of the Company’s properties, and two mezzanine loans totaling $175.2 million. The loans have a maturity date of April 10, 2017. The first mortgage loan has five fixed-rate components and a floating rate component. The fixed-rate components bear interest at rates ranging from 2.37% to 6.81% per annum. The floating rate component bears interest at a rate per annum equal to the 30-day London Interbank Offered Rate (“30-day LIBOR”) (with a floor of 1%) plus 2.37%. The first mezzanine loan bears interest at a rate of 9.00% per annum, and the second mezzanine loan bears interest at a rate of 11.25% per annum.

At March 30, 2014 and December 31, 2013, the outstanding balance, excluding the unamortized debt discount, on the 2012 CMBS Loan was $482.0 million and $484.5 million, respectively.