Old COPPER Company, Inc. - 10-Q filing on 2016-11-30

Long-Term Debt

9 Months Ended

Oct. 29, 2016

5. Long-Term Debt



($ in millions)	October 29, 2016			October 31, 2015			January 30, 2016
Issue:
5.65% Senior Notes Due 2020 ⁽¹⁾	$	400		$	400		$	400
5.75% Senior Notes Due 2018 ⁽¹⁾	265			300			300
5.875% Senior Secured Notes Due 2023 ⁽¹⁾	500			—			—
6.375% Senior Notes Due 2036 ⁽¹⁾	388			400			400
6.9% Notes Due 2026	2			2			2
7.125% Debentures Due 2023	10			10			10
7.4% Debentures Due 2037	313			326			326
7.625% Notes Due 2097	500			500			500
7.65% Debentures Due 2016	—			78			78
7.95% Debentures Due 2017	220			220			220
8.125% Senior Notes Due 2019	400			400			400
2014 Credit Facility	162			—			—
2016 Term Loan Facility	1,677			—			—
2013 Term Loan Facility	—			2,199			2,194
2014 Term Loan	—			494			—
Total debt, excluding unamortized debt issuance costs, capital leases and note payable	4,837			5,329			4,830
Unamortized debt issuance costs	(65		)	(76		)	(61		)
Total debt, excluding capital leases and note payable	4,772			5,253			4,769
Less: current maturities	263			106			101
Total long-term debt, excluding capital leases and note payable	$	4,509		$	5,147		$	4,668


(1)	These debt issuances contain a change of control provision that would obligate us, at the holders’ option, to repurchase the debt at a price of 101%.

During the first quarter of 2016, we repurchased and retired $60 million aggregate principal amount of our outstanding debt resulting in a gain on extinguishment of debt of $4 million.

During the second quarter of 2016, we completed the refinancing of our $2.25 billion five-year senior secured term loan facility entered into in 2013 (2013 Term Loan Facility) with an amended and restated $1.688 billion seven-year senior secured term loan credit facility (2016 Term Loan Facility) and the issuance of $500 million of 5.875% Senior Secured Notes due 2023 (Senior Secured Notes), resulting in a loss on extinguishment of debt of $34 million.

The 2016 Term Loan Facility bears interest at a rate of LIBOR (subject to a 1% floor) plus 4.25% and matures on June 23, 2023. We are required to make quarterly repayments in a principal amount equal to $10.55 million during the seven-year term, subject to certain reductions for mandatory and optional prepayments. Proceeds from the 2016 Term Loan Facility and the Senior Secured Notes were used to repay the entire outstanding principal balance of the 2013 Term Loan Facility. The 2016 Term Loan facility and the Senior Secured Notes are guaranteed by the Company and certain subsidiaries of JCP and are secured by mortgages on certain real estate of JCP and the guarantors.