Long-term Debt, Net

Following is a summary of outstanding long-term debt:



	DECEMBER 27, 2015					DECEMBER 28, 2014
(dollars in thousands)	OUTSTANDING BALANCE			INTEREST RATE		OUTSTANDING BALANCE			INTEREST RATE
Senior Secured Credit Facility:
Term loan A (1)	$	277,500		2.26	%	$	296,250		2.16	%
Term loan A-1	150,000			2.34	%	—			—	%
Term loan B	—			—	%	225,000			3.50	%
Revolving credit facility (1) (2)	432,000			2.29	%	325,000			2.16	%
Total Senior Secured Credit Facility	859,500					846,250
2012 CMBS loan:
First mortgage loan (1)	289,588			4.13	%	299,765			4.08	%
First mezzanine loan	84,028			9.00	%	85,127			9.00	%
Second mezzanine loan	85,353			11.25	%	86,067			11.25	%
Total 2012 CMBS loan	458,969					470,959
Capital lease obligations	2,632					634
Other long-term debt	2,292			0.73% to 7.60%		4,073			0.52% to 7.00%
Less: unamortized debt discount	(3,061		)			(6,073		)
Less: unamortized debt issuance costs	(3,468		)			(6,046		)
Total debt, net	1,316,864					1,309,797
Less: current portion of long-term debt, net	(31,853		)			(24,138		)
Long-term debt, net	$	1,285,011				$	1,285,659

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(1)	Represents the weighted-average interest rate for the respective period.

(2)

Subsequent to December 27, 2015, the Company made payments of $70.0 million on its revolving credit facility. On February 11, 2016, the Company drew $185.0 million. The drawdowns, together with the proceeds from the PRP Mortgage Loan, were used to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan. See Note 22 - Subsequent Events for additional details regarding the PRP Mortgage Loan.

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

Credit Agreement Amendments - On May 16, 2014, OSI completed a refinancing of its senior secured credit facility and entered into the Third Amendment (“Third Amendment”) to its existing credit agreement, dated October 26, 2012 (as amended, the “Credit Agreement”). The Credit Agreement, provided for senior secured financing (the “Senior Secured Credit Facility”) of up to $1.125 billion, initially consisting of a $300.0 million Term loan A, a $225.0 million Term loan B and a $600.0 million revolving credit facility, including letter of credit and swing line loan sub-facilities. The Term loan A and revolving credit facility mature May 16, 2019. The Term loan A was issued with a discount of $2.9 million.

At closing, $400.0 million was drawn under the revolving credit facility. The proceeds of the Term loan A and the loans made at closing under the revolving credit facility were used to pay down a portion of Term loan B under the Credit Agreement. The total indebtedness of the Company remained unchanged as a result of the refinancing.

On March 31, 2015, OSI entered into the Fourth Amendment to its Credit Agreement (the “Fourth Amendment”), to effect an increase of OSI’s existing revolving credit facility from $600.0 million to $825.0 million in order to fully pay down its existing Term loan B on April 2, 2015. No other material changes were made to the terms of OSI’s Credit Agreement as a result of the Fourth Amendment.

OSI entered into the Fifth Amendment to its Credit Agreement (the “Fifth Amendment”) on December 11, 2015. The Fifth Amendment provided an incremental Term loan A-1 in an aggregate principal amount of $150.0 million, increased certain leverage ratio tests for purposes of restricted payments and mandatory prepayments and made certain other revisions to the terms of the Credit Agreement as discussed below under Debt Covenants and Other Restrictions.

The Company may elect an interest rate for the Credit Agreement at each reset period based on the Base Rate or the Eurocurrency Rate. The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (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% (the “Base Rate”). The Eurocurrency Rate option is the seven, 30, 60, 90 or 180-day Eurocurrency rate (“Eurocurrency Rate”). The interest rates are as follows:



	BASE RATE ELECTION	EUROCURRENCY RATE ELECTION
Term loan A, Term loan A-1 and revolving credit facility	75 to 125 basis points over Base Rate	175 to 225 basis points over the Eurocurrency Rate

Fees on letters of credit and the daily unused availability under the revolving credit facility as of December 27, 2015, were 2.13% and 0.30%, respectively. As of December 27, 2015, $29.3 million of the revolving credit facility was committed for the issuance of letters of credit and not available for borrowing.

Substantially all of the assets of the Company’s domestic OSI subsidiaries collateralize the Senior Secured Credit Facility.

Commercial Mortgage-Backed Securities Loan - Effective March 27, 2012, PRP and two of the Company’s other indirect wholly-owned subsidiaries 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 was originally comprised of 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.

Subsequent to December 27, 2015, the Company extinguished the 2012 CMBS loan and PRP entered into a mortgage loan (the “PRP Mortgage Loan”). See Note 22 - Subsequent Events for additional details regarding the PRP Mortgage Loan.

Debt Covenants and Other Restrictions - Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness; make significant payments; sell assets; pay dividends and other restricted payments; acquire certain assets; effect mergers and similar transactions; and effect certain other transactions with affiliates. The Credit Agreement also has a financial covenant to maintain a specified quarterly Total Net Leverage Ratio (“TNLR”). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments). The TNLR may not exceed a level set at 5.00 to 1.00 through fiscal 2017, with a step down to a maximum level of 4.75 to 1.00 in fiscal 2018 and thereafter.

The Fifth Amendment permits regular quarterly dividend payments, subject to certain restrictions, and permits loans or advances to repay debt under the 2012 CMBS loan in an aggregate principal amount of $500.0 million.

At December 27, 2015 and December 28, 2014, the Company was in compliance with its debt covenants.

Loss on Extinguishment and Modification of Debt - Following is a summary of loss on extinguishment and modification of debt recorded in the Company’s Consolidated Statements of Operations and Comprehensive Income:



	FISCAL YEAR
(dollars in thousands)	2015 (1)		2014 (2)		2013 (3)
Refinancing of Senior Secured Credit Facility	$	2,956	$	11,092	$	—
Repricing of Term loan B	—		—		14,586
Loss on extinguishment and modification of debt	$	2,956	$	11,092	$	14,586

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(1)	The loss was comprised of write-offs of $1.4 million of deferred financing fees, $1.2 million of unamortized debt discount and third-party financing costs of $0.3 million.


(2)	The loss was comprised of write-offs of $5.5 million of deferred financing fees and $4.9 million of unamortized debt discount and a prepayment penalty of $0.7 million.


(3)	The loss was comprised of a prepayment penalty of $9.8 million, third-party financing costs of $2.4 million and the write-down of $1.2 million each of deferred financing fees and unamortized debt discount.

Deferred financing fees - The Company deferred $2.0 million and $3.8 million of financing costs incurred in connection with the amendments to the Credit Agreement in fiscal years 2015 and 2014, respectively. Following is a summary of the Company’s deferred financing costs recorded during the periods indicated and their classification on the Consolidated Balance Sheets:



	FISCAL YEAR 2015				FISCAL YEAR 2014		CONSOLIDATED BALANCE SHEET CLASSIFICATION
(dollars in thousands)	FIFTH AMENDMENT		FOURTH AMENDMENT		THIRD AMENDMENT		CONSOLIDATED BALANCE SHEET CLASSIFICATION
Revolving credit facility	$	—	$	1,260	$	2,507	Other assets, net
Term loan A	—		—		1,253		Long-term debt, net
Term loan A-1	750		—		—		Long-term debt, net
	$	750	$	1,260	$	3,760

Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 27, 2015:



(dollars in thousands)	DECEMBER 27, 2015
Year 1	$	31,853
Year 2	479,176
Year 3	36,985
Year 4	766,507
Year 5	439
Thereafter	1,904
Total (1)	$	1,316,864

________________


(1)	See Note 22 - Subsequent Events for additional details regarding the payment schedule for the PRP Mortgage Loan.

The following is a summary of required amortization payments for Term loan A and Term loan A-1 (dollars in thousands):



SCHEDULED QUARTERLY PAYMENT DATES	TERM LOAN A		TERM LOAN A-1
March 31, 2016 through June 30, 2016	$	3,750	$	1,875
September 30, 2016 through June 30, 2018	$	5,625	$	2,813
September 30, 2018 through March 31, 2019	$	7,500	$	3,750

The Credit Agreement contains mandatory prepayment requirements for Term loan A and Term loan A-1. The Company is required to prepay outstanding amounts under its Term loan A and Term loan A-1 with 50% of its annual excess cash flow, as defined in the Credit Agreement. The amount of outstanding Term loan A and Term loan A-1 required to be prepaid in accordance with the debt covenants may vary based on the Company’s leverage ratio and year end results.