EFTA01381339.pdf

Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) Note 4— Property, Plant, and Equipment Property, plant, and equipment consisted of the following at December 31: (dollars In thousands) 2013 2014 Computer software $ 440 $ 8,056 Computer equipment 1.828 3,589 Buildings — 58,846 Machinery and equipment 2.381 44,702 Furniture and fixtures 1,306 1.429 Leasehold improvements 642 1,051 Buildings improvements — 86 Land 346 346 Land improvements — 784 Construction in progress 81.302 2,169 88,245 121.058 Accumulated depreciation and amortization (2.415) (7.195) Total $85,830 $113,863 Depreciation and amortization expense was approximately $1.2 million for the year ended December 31, 2012. approximately $1.3 million for the year ended December 31, 2013, and approximately $4.9 million for the year ended December 31, 2014. During 2013, Heartland and Jasper County. Missouri ("Jasper") enteral into an agreement pursuant to which Jasper agreed to issue up to an aggregate principal amount of $55 million of industrial revenue bonds ("Bonds") to be purchased by Heartland. Jasper is using the proceeds from the Bonds to purchase manufacturing equipment from Heartland, which will then be leased back to I leanland. As I leanland will become the owner of the equipment at the end of the lease term. the lease meets the requirements of a capital lease and the equipment is being recorded as property. plant, and equipment. The Company has the right and intends to set-off any obligation to make payments under the lease agreements with the proceeds due from the Bonds. As of December 31. 2013 and 2014, Jasper had issued, and Heartland had purchased. $16.6 million and $55.0 million. respectively. of industrial revenue bonds and Jasper had purchased from. and leased back to. Heartland certain manufacturing equipment for a corresponding amount. Note 5— Long-term Debt Long-tem) debt consisted of the following at December 31: (dollars In thousands) 2013 2014 Term loan $395.017 $391,057 1.m current maturities (3,960) (3,960) Total long-tenn debt $391,057 $387.097 On August 8, 2012. the Company entered into a $390 million credit facility (the "Facility") with Citibank, N.A. as the administrative agent. Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers, and Morgan Stanley Senior Funding, Inc. as syndication agent. and other financial institutions The Facility originally consisted of a $350 million term loan facility and a $40 million revolving credit facility F-12 http://www.see.gov/Archi vestedgar/datatI 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080236 CONFIDENTIAL SDNY GM_00226420 EFTA01381339