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Long-Term Debt
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Long-Term Debt

Note 7 – Long-Term Debt

Long-term debt consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

January 2,

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

2016

 

  Senior secured revolving credit facility, due December 2021

$

 

359,127

 

 

$

 

394,982

 

  Senior secured term loan, due December 2021

 

 

26,954

 

 

 

 

34,842

 

  Capital lease obligations (Note 10)

 

 

48,255

 

 

 

 

58,599

 

  Other, 2.61% - 8.75%, due 2019 - 2020

 

 

5,028

 

 

 

 

6,558

 

    Total debt - principal

 

 

439,364

 

 

 

 

494,981

 

  Unamortized debt issuance costs

 

 

(8,265

)

 

 

 

(8,185

)

    Total debt

 

 

431,099

 

 

 

 

486,796

 

  Less current portion

 

 

17,424

 

 

 

 

19,003

 

    Total long-term debt

$

 

413,675

 

 

$

 

467,793

 

In December 2016, SpartanNash Company and certain of its subsidiaries amended its senior secured credit facility (the “Credit Agreement”). The principal changes of the amendment were to reduce the number of tiers in the pricing grid from three to two, reset the advance rate on real estate to 75%, provide the ability to increase the size of the term loan by $33 million, and extend the maturity date of the agreement, which was set to expire on January 8, 2020, to December 20, 2021. The Credit Agreement provides for borrowings of $1.0 billion, consisting of three tranches: a $900 million secured revolving credit facility (Tranche A), a $40 million secured revolving credit facility (Tranche A-1), and a $60 million term loan (Tranche A-2). The Company has the ability to increase the size of the Credit Agreement by an additional $400 million, subject to certain conditions in the Credit Agreement. The Company’s obligations under the related Credit Agreement are secured by substantially all of the Company’s personal and real property. The Company may repay all loans in whole or in part at any time without penalty.

Availability under the Credit Agreement is based upon advance rates on certain asset categories owned by the Company, including, but not limited to the following: inventory, accounts receivable, real estate, prescription lists, cigarette tax stamps, and rolling stock.

The Credit Agreement imposes certain requirements, including: limitations on dividends and investments, limitations on the Company’s ability to incur debt, make loans, acquire other companies, change the nature of the Company’s business, enter a merger or consolidation, or sell assets. These requirements can be more restrictive depending upon the Company’s Excess Availability, as defined under the Credit Agreement.

Borrowings under the three tranches of the credit facility bear interest at the Company’s option as either Eurodollar loans or Base Rate loans, subject to a grid based upon Excess Availability. As of December 31, 2016, the interest rate terms are as follows:

 

Credit

 

Outstanding

 

 

 

 

 

 

Facility

 

as of

 

 

 

 

 

 

Tranche

 

December 31, 2016

 

 

Eurodollar Rate

 

Base Rate

Tranche A

 

$

 

325,000

 

 

LIBOR plus 1.50% to 1.75%

 

Greater of:

(i) the Federal Funds Rate plus 1.00% to 1.25%

 

 

 

 

 

 

 

 

 

 

(ii) the Eurodollar Rate plus 1.25% to 1.50%

 

 

 

 

 

 

 

 

 

 

(iii) the prime rate plus 0.25% to 0.50%

Tranche A-1

 

$

 

34,127

 

 

LIBOR plus 2.75% to 3.00%

 

Greater of:

(i) the Federal Funds Rate plus 2.25% to 2.50%

 

 

 

 

 

 

 

 

 

 

(ii) the Eurodollar Rate plus 2.50% to 2.75%

 

 

 

 

 

 

 

 

 

 

(iii) the prime rate plus 1.50% to 1.75%

Tranche A-2

 

$

 

26,954

 

 

LIBOR plus 5.25%

 

Greater of:

(i) the Federal Funds Rate plus 4.75%

 

 

 

 

 

 

 

 

 

 

(ii) the Eurodollar Rate plus 5.25%

 

 

 

 

 

 

 

 

 

 

(iii) the prime rate plus 4.25%

The Company also incurs an unused line of credit fee on the unused portion of the loan commitments at a rate of 0.25% .

As of December 31, 2016 and January 2, 2016, the secured revolving credit facilities and senior secured term loan had total outstanding borrowings of $386.1 million and $429.8 million, respectively. The Credit Agreement requires that the Company maintain Excess Availability of 10% of the borrowing base, as defined in the Credit Agreement. The Company is in compliance with all financial covenants as of December 31, 2016 and had Excess Availability after the 10% requirement of $415.8 million and $334.3 million at December 31, 2016 and January 2, 2016, respectively. The credit facility provides for the issuance of letters of credit, of which $9.6 million and $11.1 million were outstanding as of December 31, 2016 and January 2, 2016, respectively.

In November 2015, the Company called for redemption all of the outstanding $50.0 million aggregate principal amount of the 6.625% Senior Notes due December 2016 (the “Notes”). The Company redeemed the Notes for cash, using borrowings under its revolving credit facility, on December 15, 2015. Notes called for redemption became due and payable on the redemption date at a cash redemption price of 101.65625% of the principal amount of the Notes, plus accrued and unpaid interest. A loss on debt extinguishment of $1.2 million was incurred consisting of the redemption premium and the write-off of unamortized issuance costs.

The weighted average interest rate for all borrowings, including loan fee amortization, was 3.70% for the fiscal year ended December 31, 2016.

At December 31, 2016, aggregate annual maturities and scheduled payments of long-term debt are as follows:

 

 

Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

Total

 

 

$

 

17,424

 

 

$

 

18,655

 

 

$

 

13,422

 

 

$

 

4,654

 

 

$

 

361,640

 

 

$

 

23,569

 

 

$

 

439,364