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Financing Arrangements
6 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Financing Arrangements

8. Financing Arrangements

The following table summarizes all financing arrangements from the respective periods presented (in thousands):

 

March 31, 2019

 

 

September 30, 2018

 

 

March 31, 2018

 

Revolving Lines of Credit

 

 

 

 

 

 

 

 

 

 

 

2023 ABL:

 

 

 

 

 

 

 

 

 

 

 

U.S. Revolver, expires January 20231

$

414,369

 

 

$

89,352

 

 

$

424,528

 

Canada Revolver, expires January 20232

 

2,245

 

 

 

3,090

 

 

 

-

 

Current portion

 

-

 

 

 

-

 

 

 

-

 

Borrowings under revolving lines of credit, net

$

416,614

 

 

$

92,442

 

 

$

424,528

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt, net

 

 

 

 

 

 

 

 

 

 

 

Term Loans:

 

 

 

 

 

 

 

 

 

 

 

Term Loan, matures January 20253

$

928,631

 

 

$

930,726

 

 

$

931,909

 

Current portion

 

(9,700

)

 

 

(9,700

)

 

 

(9,700

)

Long-term borrowings under term loans

 

918,931

 

 

 

921,026

 

 

 

922,209

 

Senior Notes:

 

 

 

 

 

 

 

 

 

 

 

Senior Notes, mature October 20234

 

294,246

 

 

 

293,607

 

 

 

292,967

 

Senior Notes, mature November 20255

 

1,281,496

 

 

 

1,280,092

 

 

 

1,278,713

 

Current portion

 

-

 

 

 

-

 

 

 

-

 

Long-term borrowings under senior notes

 

1,575,742

 

 

 

1,573,699

 

 

 

1,571,680

 

Long-term debt, net

$

2,494,673

 

 

$

2,494,725

 

 

$

2,493,889

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment Financing Facilities and Other

 

 

 

 

 

 

 

 

 

 

 

Equipment financing facilities, various maturities through September 20216

$

9,068

 

 

$

11,222

 

 

$

13,347

 

Capital lease obligations, various maturities through November 20217

 

9,747

 

 

 

12,378

 

 

 

14,863

 

Current portion

 

(10,288

)

 

 

(9,961

)

 

 

(9,897

)

Long-term obligations under equipment financing and other, net

$

8,527

 

 

$

13,639

 

 

$

18,313

 

____________________________________________________________ 

1

Effective rate on borrowings of 4.27%, 3.36% and 3.41% as of March 31, 2019, September 30, 2018 and March 31, 2018, respectively.

2

Effective rate on borrowings of 4.45% and 3.95% as of March 31, 2019 and September 30, 2018, respectively.

3

Interest rate of 4.75%, 4.53% and 3.94% as of March 31, 2019, September 30, 2018 and March 31, 2018, respectively.

4

Interest rate of 6.38% for all periods presented.

5

Interest rate of 4.88% for all periods presented.

6

Fixed interest rates ranging from 2.33% to 3.25% for all periods presented.

7

Fixed interest rates ranging from 2.72% to 10.39% for all periods presented.

Financing - Allied Acquisition

In connection with the Allied Acquisition, the Company entered into various financing arrangements totaling $3.57 billion, including an asset-based revolving line of credit of $1.30 billion (“2023 ABL”), $525.0 million of which was drawn at closing, and a $970.0 million term loan (“2025 Term Loan”). The Company also raised an additional $1.30 billion through the issuance of senior notes (the “2025 Senior Notes”).

The proceeds from these financing arrangements were used to finance the Allied Acquisition, to refinance or otherwise extinguish all third-party indebtedness, to pay fees and expenses associated with the acquisition, and to provide working capital and funds for other general corporate purposes. The Company capitalized new debt issuance costs totaling approximately $65.3 million related to the 2023 ABL, the 2025 Term Loan and the 2025 Senior Notes.

Since the financing arrangements entered into in connection with the Allied Acquisition had certain lenders who also participated in previous financing arrangements entered into by the Company, portions of the transactions were accounted for as either a debt modification or a debt extinguishment. In accordance with the accounting for debt modification, the Company expensed $2.0 million of debt issuance costs related to the Allied financing arrangements and recognized a loss on debt extinguishment of $1.7 million. The remainder of the debt issuance costs will be amortized over the term of the Allied financing arrangements.

2023 ABL

On January 2, 2018, the Company entered into a $1.30 billion asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2023 ABL consists of revolving loans in both the United States (“2023 U.S. Revolver”) in the amount of $1.20 billion and Canada (“2023 Canada Revolver”) in the amount of $100.0 million. The 2023 ABL has a maturity date of January 2, 2023. The 2023 ABL has various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The current unused commitment fees on the 2023 ABL are 0.25% per annum.

There is one financial covenant under the 2023 ABL, which is a Consolidated Fixed Charge Ratio. The Consolidated Fixed Charge Ratio is calculated by dividing consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) by Consolidated Fixed Charges (both as defined in the agreement). Per the covenant, the Company’s Consolidated Fixed Charge Ratio must be a minimum of 1.00 at the end of each fiscal quarter, calculated on a trailing four quarter basis. The Company was in compliance with this covenant as of March 31, 2019.

The 2023 ABL is secured by a first priority lien over substantially all of the Company’s and each guarantor’s accounts, chattel paper, deposit accounts, books, records and inventory (as well as intangibles related thereto), subject to certain customary exceptions (the “ABL Priority Collateral”), and a second priority lien over substantially all of the Company’s and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Company or any guarantor, subject to certain customary exceptions (the “Term Priority Collateral”). The 2023 ABL is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of March 31, 2019, the total balance outstanding on the 2023 ABL, net of $9.4 million of unamortized debt issuance costs, was $416.6 million. The Company also has outstanding standby letters of credit related to the 2023 U.S. Revolver in the amount of $13.4 million as of March 31, 2019.

2025 Term Loan

On January 2, 2018, the Company entered into a $970.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2025 Term Loan requires quarterly principal payments in the amount of $2.4 million, with the remaining outstanding principal to be paid on its January 2, 2025 maturity date. The interest rate is based on a LIBOR rate (with a floor) plus a fixed spread. The Company has the option of selecting a LIBOR period that determines the rate at which interest can accrue on the Term Loan as well as the period in which interest payments are made.

The 2025 Term Loan is secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. Certain excluded assets will not be included in the Term Priority Collateral and the ABL Priority Collateral. The Term Loan is guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of March 31, 2019, the outstanding balance on the 2025 Term Loan, net of $31.7 million of unamortized debt issuance costs, was $928.6 million.

2025 Senior Notes

On October 25, 2017, Beacon Escrow Corporation, a wholly owned subsidiary of the Company (the “Escrow Issuer”), completed a private offering of $1.30 billion aggregate principal amount of 4.875% Senior Notes due 2025 at an issue price of 100%. The 2025 Senior Notes bear interest at a rate of 4.875% per annum, payable semi-annually in arrears, beginning May 1, 2018. The Company anticipates repaying the 2025 Senior Notes at the maturity date of November 1, 2025. Per the terms of the Escrow Agreement, the net proceeds from the 2025 Senior Notes remained in escrow until they were used to fund a portion of the purchase price of the Allied Acquisition payable at closing on January 2, 2018.

Upon closing of the Allied Acquisition on January 2, 2018, (i) the Escrow Issuer merged with and into the Company, and the Company assumed all obligations under the 2025 Senior Notes; and (ii) all existing domestic subsidiaries of the Company (including the entities acquired in the Allied Acquisition) became guarantors of the 2025 Senior Notes.

As of March 31, 2019, the outstanding balance on the 2025 Senior Notes, net of $18.5 million of unamortized debt issuance costs, was $1.28 billion.

Financing - RSG Acquisition

In connection with the Roofing Supply Group (“RSG”) acquisition in fiscal year 2016, the Company entered into various financing arrangements totaling $1.45 billion, including an asset-based revolving line of credit (“2020 ABL”) of $700.0 million ($350.0 million of which was drawn at closing) and a $450.0 million term loan (“2022 Term Loan”). The Company also raised an additional $300.0 million through the issuance of senior notes (the “2023 Senior Notes”).

The proceeds from these financing arrangements were used to provide working capital and funds for other general corporate purposes, to refinance or otherwise extinguish all third-party indebtedness, to finance the acquisition, and to pay fees and expenses associated with the RSG acquisition. The Company incurred debt issuance costs totaling approximately $31.3 million related to the 2020 ABL, 2022 Term Loan and 2023 Senior Notes.

2020 ABL

On October 1, 2015, the Company entered into a $700.0 million asset-based revolving line of credit with Wells Fargo Bank, N.A. and a syndicate of other lenders. The 2020 ABL had an original maturity date of October 1, 2020 and consisted of revolving loans in both the United States, in the amount of $670.0 million, and Canada, in the amount of $30.0 million. The 2020 ABL had various borrowing tranches with an interest rate based on a LIBOR rate (with a floor) plus a fixed spread. The full balance of the 2020 ABL was paid on January 2, 2018 in conjunction with the Allied Acquisition.

2022 Term Loan

On October 1, 2015, the Company entered into a $450.0 million Term Loan with Citibank N.A., and a syndicate of other lenders. The 2022 Term Loan required quarterly principal payments in the amount of $1.1 million, with the remaining outstanding principal to be paid on its original maturity date of October 1, 2022. The interest rate was based on a LIBOR rate (with a floor) plus a fixed spread. The Company had the option of selecting a LIBOR period that determined the rate at which interest would accrue, as well as the period in which interest payments are made. The full balance of the 2022 Term Loan was paid on January 2, 2018 in conjunction with the Allied Acquisition, including the write-off of $0.7 million in debt issuance costs.

2023 Senior Notes

On October 1, 2015, the Company raised $300.0 million by issuing senior notes due 2023. The 2023 Senior Notes have a coupon rate of 6.38% per annum and are payable semi-annually in arrears, beginning April 1, 2016. There are early payment provisions in the indenture in which the Company would be subject to “make whole” provisions. The Company anticipates repaying the notes at the maturity date of October 1, 2023.

The 2023 Senior Notes are guaranteed jointly, severally, fully and unconditionally by the Company’s active United States subsidiaries.

As of March 31, 2019, the outstanding balance on the 2023 Senior Notes, net of $5.8 million of unamortized debt issuance costs, was $294.2 million.

Equipment Financing Facilities and Other

As of March 31, 2019, the Company had $9.1 million outstanding under equipment financing facilities, with fixed interest rates ranging from 2.33% to 3.25% and payments due through September 2021.

As of March 31, 2019, the Company had $9.7 million of capital lease obligations outstanding. These leases have interest rates ranging from 2.72% to 10.39% with payments due through November 2021.