Subsequent Event

9 Months Ended

May 02, 2025

Subsequent Event

Subsequent Event

11. Subsequent Event

On May 16, 2025, the Company entered into a five-year $800,000 credit facility (the “2025 Credit Facility”). The 2025 Credit Facility replaced the 2022 Revolving Credit Facility and is not reflected in the accompanying financial statements. The 2025 Credit Facility consists of a $550,000 revolving credit facility, which includes a $25,000 swingline subfacility and a $75,000 letter of credit subfacility, and a $250,000 delayed draw term loan facility (the “Delayed Draw Term Loan Facility”). The Delayed Draw Term Loan Facility may be borrowed until the expiration date of June 15, 2026. The Delayed Draw Term Loan Facility was unfunded as of the close date of the 2025 Credit Facility. The 2025 Credit Facility also contains an option to increase the 2025 Credit Facility by $200,000. The proceeds of the 2025 Credit Facility will be used to refinance all indebtedness under the 2022 Revolving Credit Facility, for ongoing working capital and for other general corporate purposes of the Company.

The outstanding borrowings under the 2025 Credit Facility bear interest, at the Company’s election, either at (1) the Term Secured Overnight Financing Rate (SOFR) or (2) a base rate equal to the greatest of (i) the prime rate, (ii) a rate that is 0.5% in excess of the Federal Funds Rate, and (iii) one-month Term SOFR plus 1.0%, in each case, plus an applicable margin based on the Company’s consolidated total leverage ratio.

The 2025 Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio.

The 2025 Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the 2025 Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2025 Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total senior secured leverage ratio is 3.50 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 3.50 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four. At any time that any Delayed Draw Term Loan Facility or commitments thereunder are outstanding, then the aggregate amount of cash dividends or repurchases of shares of the Company’s stock shall not exceed $100,000 during any consecutive twelve-month period.

The maturity date of the 2025 Credit Facility, if not extended in accordance with the terms in the 2025 Credit Facility is May 16, 2030. However, the 2025 Credit Facility is subject to maturity as of March 16, 2026 if Cash Availability as of such date is less than (i) $125 million plus (ii) the amount that would be required to repay all outstanding principal and interest under the Notes in full as of such date.