SUSS » Topics » 6. Long-Term Debt

This excerpt taken from the SUSS 10-K filed Mar 13, 2009.

10. Long-Term Debt

Long-term debt consisted of the following:

 

     December 30,
2007
   December 28,
2008
     (in thousands)

10 5/8% senior unsecured notes due 2013

   $ 270,000    $ 300,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007 and 3.70% at December 28, 2008), principal due in quarterly installments through November 13, 2012

     105,000      101,063

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin, (7.75% at December 30, 2007 and 3.75% at December 28, 2008)

     34,640      3,630

Other notes payable

     —        135

Unamortized bond premium

     3,691      3,771
             

Total debt

     413,331      408,599

Less: Current maturities

     3,937      9,233
             

Long-term debt, net of current maturities

   $ 409,394    $ 399,366
             

At December 28, 2008, scheduled future debt maturities, excluding amounts outstanding on the revolving credit agreement, are as follows (in thousands):

 

2009

   $ 9,233

2010

     10,545

2011

     10,545

2012

     70,875

2013

     300,000
      

Total

   $ 401,198
      

The fair value of debt as of December 28, 2008, is estimated to be approximately $365.8 million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan, revolving credit facility and promissory note.

These excerpts taken from the SUSS 10-K filed Feb 17, 2009.

11. Long-Term Debt

Long-term debt consisted of the following:

 

     December 31,
2006
   December 30,
2007
     (in thousands)

10 5/8% senior unsecured notes due 2013

   $ 120,000    $ 270,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007), principal due in quarterly installments through November 13, 2012

     —        105,000

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (9.00% at December 31, 2006 and 7.75% at December 30, 2007

     —        34,640

Unamortized bond premium

     —        3,691
             

Total long-term debt

     120,000      413,331

Less: Current maturities

     —        3,937
             

Long-term debt, net of current maturities

   $ 120,000    $ 409,394
             

 

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Table of Contents

At December 30, 2007, scheduled future debt maturities are as follows:

 

2008

   $ 3,937

2009

     7,219

2010

     9,844

2011

     10,500

2012

     73,500

Thereafter

     270,000
      

Total

   $ 375,000
      

The fair value of debt as of December 30, 2007, is estimated to be approximately $419.1 million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan and revolving credit facility. Gross interest expense totaled $22.0 million, $26.0 million and $17.2 million for 2005, 2006 and 2007, respectively. Prepayment penalties included in interest expense were $2.9 million and $5.3 million for 2005 and 2006, respectively. See Note 16 for the components of net interest expense.

11. Long-Term Debt

Long-term debt
consisted of the following:

 






































































































   December 31,
2006
  December 30,
2007
   (in thousands)

10 5/8% senior
unsecured notes due 2013

  $120,000  $270,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007), principal due in quarterly
installments through November 13, 2012

   —     105,000

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (9.00% at December 31, 2006 and 7.75% at
December 30, 2007

   —     34,640

Unamortized bond premium

   —     3,691
        

Total long-term debt

   120,000   413,331

Less: Current maturities

   —     3,937
        

Long-term debt, net of current maturities

  $120,000  $409,394
        

 


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Table of Contents


At December 30, 2007, scheduled future debt maturities are as follows:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 






















































2008

  $ 3,937

2009

   7,219

2010

   9,844

2011

   10,500

2012

   73,500

Thereafter

   270,000
    

Total

  $375,000
    

The fair value of debt as of December 30, 2007, is estimated to be approximately $419.1
million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan and revolving credit facility. Gross interest expense totaled $22.0 million, $26.0 million and $17.2 million for
2005, 2006 and 2007, respectively. Prepayment penalties included in interest expense were $2.9 million and $5.3 million for 2005 and 2006, respectively. See Note 16 for the components of net interest expense.

STYLE="margin-top:18px;margin-bottom:0px">Senior Unsecured Notes

FACE="Times New Roman" SIZE="2">In December 2005, the Company, through its subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation, issued $170.0 million 10 5FACE="Times New Roman" SIZE="2">/8% senior unsecured notes (the Senior Notes). The Senior Notes pay interest semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2006. The Senior Notes mature on
December 15, 2013. The Senior Notes are guaranteed by the Company and each existing and future domestic subsidiaries with the exception of one non-wholly-owned subsidiary. The Senior Notes rank equally in right of payment to all existing and
future unsecured senior debt and senior in right of payment to existing and future senior subordinated and subordinated debt. The Senior Notes are effectively subordinated to existing and future secured debt, including the new revolving credit
facility, to the extent of the value of the assets securing such debt. Issuance costs of new debt of $6.8 million were recorded in intangible assets and are being amortized over the life of the Senior Notes.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The Senior Notes contain covenants that, among other things and subject to various exceptions, restrict the Company’s ability and any restricted
subsidiary’s ability to incur additional debt, make restricted payments (including paying dividends on, redeeming or repurchasing capital stock), dispose of assets, and other restrictions. The Senior Notes also contain certain financial
covenants which must be complied with.

On November 24, 2006, the Company redeemed $50.0 million of the Senior Notes with proceeds
from the IPO, as allowed by the indenture. The $5.3 million prepayment penalty and $1.8 million of unamortized loan costs were charged to interest expense. On November 13, 2007, in connection with the TCFS Acquisition, the Company issued an
additional $150.0 million Senior Notes under and governed by the same indenture as the original Senior Notes. The additional Senior Notes were sold at 102.5% of par, resulting in a premium received of $3.8 million which is being amortized as a
credit to interest expense over the remaining life of the Senior Notes. Issuance costs related to the additional Senior Notes of $7.0 million were charged to intangible assets and are being amortized to interest expense over the remaining life of
the Senior Notes.

On or after December 15, 2009, the Company may redeem some or all of the $270.0 million remaining Senior Notes at
any time at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and liquidated damages, if any: in 2009, at 105.313%; in 2010, at 102.656%; and in 2011 and thereafter, at 100.000%.

This excerpt taken from the SUSS 10-Q filed Feb 17, 2009.

8. Long-Term Debt

Long-term debt consisted of the following:

 

     December 30,
2007
   June 29,
2008
     (in thousands)

105/8% senior unsecured notes due 2013

   $ 270,000    $ 300,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007 and 4.88% at June 29, 2008), principal due in quarterly installments through November 13, 2012

     105,000      103,688

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (7.75% at December 30, 2007 and 5.5% at June 29, 2008)

     34,640      15,010

Other notes payable

     —        135

Unamortized bond premium

     3,691      4,058
             

Total long-term debt

     413,331      422,891

Less: Current maturities

     3,937      5,951
             

Long-term debt, net of current maturities

   $ 409,394    $ 416,940
             

 

8


Table of Contents
This excerpt taken from the SUSS 10-Q filed Aug 8, 2008.

8. Long-Term Debt

Long-term debt consisted of the following:

 

     December 30,
2007
   June 29,
2008
     (in thousands)

105/8% senior unsecured notes due 2013

   $ 270,000    $ 300,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007 and 4.88% at June 29, 2008), principal due in quarterly installments through November 13, 2012

     105,000      103,688

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (7.75% at December 30, 2007 and 5.5% at June 29, 2008)

     34,640      15,010

Other notes payable

     —        135

Unamortized bond premium

     3,691      4,058
             

Total long-term debt

     413,331      422,891

Less: Current maturities

     3,937      5,951
             

Long-term debt, net of current maturities

   $ 409,394    $ 416,940
             

 

8


Table of Contents
These excerpts taken from the SUSS 10-K filed Mar 14, 2008.

11. Long-Term Debt

Long-term debt consisted of the following:

 

     December 31,
2006
   December 30,
2007
     (in thousands)

10 5/8% senior unsecured notes due 2013

   $ 120,000    $ 270,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007), principal due in quarterly installments through November 13, 2012

     —        105,000

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (9.00% at December 31, 2006 and 7.75% at December 30, 2007

     —        34,640

Unamortized bond premium

     —        3,691
             

Total long-term debt

     120,000      413,331

Less: Current maturities

     —        3,937
             

Long-term debt, net of current maturities

   $ 120,000    $ 409,394
             

 

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Table of Contents
Index to Financial Statements

At December 30, 2007, scheduled future debt maturities are as follows:

 

2008

   $ 3,937

2009

     7,219

2010

     9,844

2011

     10,500

2012

     73,500

Thereafter

     270,000
      

Total

   $ 375,000
      

The fair value of debt as of December 30, 2007, is estimated to be approximately $419.1 million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan and revolving credit facility. Gross interest expense totaled $22.0 million, $26.0 million and $17.2 million for 2005, 2006 and 2007, respectively. Prepayment penalties included in interest expense were $2.9 million and $5.3 million for 2005 and 2006, respectively. See Note 16 for the components of net interest expense.

11. Long-Term Debt

Long-term debt
consisted of the following:

 






































































































   December 31,
2006
  December 30,
2007
   (in thousands)

10 5/8% senior
unsecured notes due 2013

  $120,000  $270,000

Term loan facility, bearing interest at LIBOR plus applicable margin (7.53% at December 30, 2007), principal due in quarterly
installments through November 13, 2012

   —     105,000

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin (9.00% at December 31, 2006 and 7.75% at
December 30, 2007

   —     34,640

Unamortized bond premium

   —     3,691
        

Total long-term debt

   120,000   413,331

Less: Current maturities

   —     3,937
        

Long-term debt, net of current maturities

  $120,000  $409,394
        

 


F-21







Table of Contents


Index to Financial Statements


At December 30, 2007, scheduled future debt maturities are as follows:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 






















































2008

  $ 3,937

2009

   7,219

2010

   9,844

2011

   10,500

2012

   73,500

Thereafter

   270,000
    

Total

  $375,000
    

The fair value of debt as of December 30, 2007, is estimated to be approximately $419.1
million, based on the reported trading activity of the Senior Notes at that time, and the par value of the variable-rate term loan and revolving credit facility. Gross interest expense totaled $22.0 million, $26.0 million and $17.2 million for
2005, 2006 and 2007, respectively. Prepayment penalties included in interest expense were $2.9 million and $5.3 million for 2005 and 2006, respectively. See Note 16 for the components of net interest expense.

STYLE="margin-top:18px;margin-bottom:0px">Senior Unsecured Notes

FACE="Times New Roman" SIZE="2">In December 2005, the Company, through its subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation, issued $170.0 million 10 5FACE="Times New Roman" SIZE="2">/8% senior unsecured notes (the Senior Notes). The Senior Notes pay interest semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2006. The Senior Notes mature on
December 15, 2013. The Senior Notes are guaranteed by the Company and each existing and future domestic subsidiaries with the exception of one non-wholly-owned subsidiary. The Senior Notes rank equally in right of payment to all existing and
future unsecured senior debt and senior in right of payment to existing and future senior subordinated and subordinated debt. The Senior Notes are effectively subordinated to existing and future secured debt, including the new revolving credit
facility, to the extent of the value of the assets securing such debt. Issuance costs of new debt of $6.8 million were recorded in intangible assets and are being amortized over the life of the Senior Notes.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The Senior Notes contain covenants that, among other things and subject to various exceptions, restrict the Company’s ability and any restricted
subsidiary’s ability to incur additional debt, make restricted payments (including paying dividends on, redeeming or repurchasing capital stock), dispose of assets, and other restrictions. The Senior Notes also contain certain financial
covenants which must be complied with.

On November 24, 2006, the Company redeemed $50.0 million of the Senior Notes with proceeds
from the IPO, as allowed by the indenture. The $5.3 million prepayment penalty and $1.8 million of unamortized loan costs were charged to interest expense. On November 13, 2007, in connection with the TCFS Acquisition, the Company issued an
additional $150.0 million Senior Notes under and governed by the same indenture as the original Senior Notes. The additional Senior Notes were sold at 102.5% of par, resulting in a premium received of $3.8 million which is being amortized as a
credit to interest expense over the remaining life of the Senior Notes. Issuance costs related to the additional Senior Notes of $7.0 million were charged to intangible assets and are being amortized to interest expense over the remaining life of
the Senior Notes.

On or after December 15, 2009, the Company may redeem some or all of the $270.0 million remaining Senior Notes at
any time at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest and liquidated damages, if any: in 2009, at 105.313%; in 2010, at 102.656%; and in 2011 and thereafter, at 100.000%.

This excerpt taken from the SUSS 10-Q filed Nov 14, 2007.

6. Long-Term Debt

Long-term debt consisted of the following:

 

    

December 31,

2006

  

September 30,

2007

   (in thousands)

Revolving credit agreement, bearing interest at Prime or LIBOR plus applicable margin

   $ —      $ —  

10  5/8% senior unsecured notes due 2013

     120,000      120,000
             

Total long-term debt

   $ 120,000    $ 120,000
             
This excerpt taken from the SUSS 8-K filed Nov 13, 2007.

8. Long-Term Debt

Long-term debt consisted of the following:

 

     October 29,
2005
    November 4,
2006
    August 4,
2007
 
                 (unaudited)  
     (In thousands)  

Secured promissory notes payable to a financial institution in monthly installments of $1,103, including interest, maturing in 2018 bearing interest at a fixed rate of 10.04% per annum, collateralized by equipment, inventory, furniture, machinery and fixtures

   $ 95,753     $ 91,632     $ 88,506  

Secured revolving note payable to financial institutions in monthly installments of $92, including interest, maturing in 2008, bearing interest at 9.48% (4.10% base rate plus LIBOR) at November 4, 2006 and 6.82% at August 4, 2007. Total availability to the Company under the note is $10,000 with $3,605 and $4,013 unused and available as of November 4, 2006 and August 4, 2007

     6,935       6,395       5,988  

Secured long-term loan payable to a financial institution in monthly installments of $114, including interest, maturing in 2022 bearing interest at 6.82% at November 4, 2006 and 6.82% (adjusted LIBOR rate) at August 4, 2007, collateralized by property and equipment

     —         12,600       19,360  

Capital lease obligation maturing in 2007, bearing interest at 11.5% per annum

     65       10       —    
                        

Total long-term debt

     102,753       110,636       113,854  

Less current portion

     (4,390 )     (5,728 )     (6,977 )
                        

Long-term debt, net of current portion

   $ 98,363     $ 104,908     $ 106,877  
                        

Scheduled maturities of long-term debt at November 4, 2006 are as follows:

 

     (In thousands)

2007

   $ 5,728

2008

     13,597

2009

     6,034

2010

     6,583

2011

     7,176

Thereafter

     71,518
      

Total

   $ 110,636
      
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