DEBT | DEBT On March 30, 2021, the Company, as borrower and certain domestic subsidiaries entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $700 million senior secured revolving credit facility (the “Revolving Facility”) and provided a new $500 million senior secured term loan facility (the “Term Facility”, together with the Revolving Facility, the “Facilities”), and extended the maturity of the Facilities to March 30, 2026. In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $500 million in the aggregate. The Third Amended and Restated Credit Agreement replaced the Company's prior $700 million senior secured revolving facility (the “Prior Revolving Facility”) and $500 million senior secured term loan facility (the “Prior Term Facility”, together with the Prior Revolving Facility, the “Prior Facilities”) under the Second Amended & Restated Credit Agreement, dated as of January 17, 2018 (as amended by the First Amendment, dated as of June 29, 2018, the Second Amendment, dated as of March 15, and the Third Amendment, dated as of September 9, 2019, the “Prior Credit Agreement”). The Facilities replace the Company's Prior Facilities under the Prior Credit Agreement, which has been terminated in connection with the Third Amended and Restated Credit Agreement. At the closing of the Third Amended and Restated Credit Agreement, the Term facility was fully drawn, of which $462.5 million and $0.7 million was used to repay the Prior Term Facility under the Prior Credit Agreement for principal and interest, respectively. Additionally, at closing of the Third Amended and Restated Credit Agreement, $75.0 million and $0.4 million of the Prior Revolving Facility under the Prior Credit Agreement was repaid for principal and interest, respectively. The Company then borrowed $75.0 million under the Revolving Facility under the Third Amended and Restated Credit Agreement. The Company incurred $3.3 million of debt issuance costs which are capitalized and amortized as interest expense over the life of the facilities. The Company’s Debt consisted of the following (in thousands): September 30, 2021 June 30, 2021 Term Facility - short term $ 25,000 $ 25,000 Debt issuance costs, net (1,135) (1135) Total Debt - short term 23,865 23,865 Term Facility - long term 462,500 468,750 Debt issuance costs, net (1,571) (1,720) Total Debt - long term $ 460,929 $ 467,030 The Revolving Facility includes a sub-limit of $25.0 million for letters of credit and a sub-limit of $25.0 million for swingline loans. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Third Amended and Restated Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company’s common stock. Under the Third Amended and Restated Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid. The term loan is payable in quarterly installments of 1.25% of the original principal amount of the term loan, commencing with the quarter ending June 30, 2021. Revolving, swingline and term loans may be prepaid at any time without penalty. Revolving and term loans bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate (or replacement rate) for a specified period, plus a margin of between 1.50% and 2.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. Base rate is defined as the greatest of (A) Wells Fargo’s prime rate, (B) the federal funds rate plus 0.50% or (C) the applicable LIBOR rate (or replacement rate) for a period of one month plus 1.00%. A default interest rate shall apply on all obligations during certain events of default under the Third Amended and Restated Credit Agreement at a rate per annum equal to 2.00% above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender’s commitment to make revolving loans, of between 0.20% and 0.35%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50% and 2.25%, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125% per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type. The Third Amended and Restated Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.5 to 1.00. In addition, the Third Amended and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Third Amended and Restated Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Third Amended and Restated Credit Agreement. The Facilities As of September 30, 2021, $487.5 million was outstanding on the Term Facility and there was no outstanding balance on the Revolving Facility, leaving $700.0 million available on the Revolving Facility. Term Facility: During the three months ended September 30, 2021, the Company made aggregate payments of $8.3 million under the Term Facility, of which $6.3 million was repayment of principal and $2.0 million was payment of interest. As of September 30, 2021, the interest rate on the term loan was 1.58%. As of October 29, 2021, the most currently available reset date, the Term Facility has an interest rate of 1.58%. Revolving Facility: Under the Third Amended and Restated Credit Agreement, during the three months ended September 30, 2021, the Company did not make any aggregate payments under the Revolving Facility. The following table summarizes the Company’s estimated debt and interest payment obligations as of September 30, 2021, for the remainder of fiscal 2022 and future fiscal years (in thousands): 2022 (remainder) 2023 2024 2025 2026 Thereafter Total Debt payment obligations $ 18,750 $ 25,000 $ 25,000 $ 25,000 $ 393,750 $ — $ 487,500 Interest and other payments on debt payment obligations (1) 6,845 8,801 8,422 7,997 5,719 — 37,784 Total $ 25,595 $ 33,801 $ 33,422 $ 32,997 $ 399,469 $ — $ 525,284 (1) - Interest payments are calculated based on the applicable rates and payment dates as of September 30, 2021. Although the Company’s interest rates on our debt obligations may vary, the Company has assumed the most recent available interest rates for all periods presented. |