5. Long-Term Debt

The Company’s long‑term debt consisted of the following as of January 31, 2019 and April 30, 2018:


	January 31,		April 30,
	2019		2018
	(in thousands)
First Lien Term Loan (1) (2)	$	974,555	$	563,179
ABL Facility		137,898		—
Capital lease obligations		105,489		18,564
Installment notes at fixed rates up to 5.0%, due in monthly and annual installments through 2023 (3)		15,908		14,143
Carrying value of debt		1,233,850		595,886
Less current portion		40,328		16,284
Long-term debt	$	1,193,522	$	579,602

(1)

Net of unamortized discount of $2,238 and $2,536 as of January 31, 2019 and April 30, 2018, respectively.

(2)

Net of deferred financing costs of $12,570 and $6,125 as of January 31, 2019 and April 30, 2018, respectively.

(3)

Net of unamortized discount of $1,273 and $1,534 as of January 31, 2019 and April 30, 2018, respectively.

First Lien Term Loan

The Company has a senior secured first lien term loan facility (the "First Lien Facility") that consists of a First Lien Term Loan (the "First Term Loan").

On June 7, 2017, the Company entered into the Second Amendment to First Lien Credit Agreement, dated April 1, 2014 (the “First Lien Credit Agreement”) (the “Second Amendment”), which amended the First Lien Credit Agreement (as previously amended and as supplemented from time to time). The Second Amendment provided for a new first lien term loan facility under the First Lien Credit Agreement in the aggregate principal amount of approximately $577.6 million due on April 1, 2023 that bears interest at a floating rate based on LIBOR plus 3.00%, with a 1.00% floor. Net proceeds were used to repay the outstanding balance of approximately $477.6 million under the existing First Lien Loan and approximately $94.0 million of loans under the Company’s asset based revolving credit facility as well as to pay related expenses. The Company recorded a write-off of debt discount and deferred financing fees of $0.1 million, which is included in write-off of discount and deferred financing fees in the Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended January 31, 2018.

On June 1, 2018, the Company entered into the Third Amendment that provided for a new first lien term loan facility under the First Lien Credit Agreement in the aggregate principal amount of $996.8 million due in June 2025 that bears interest at a floating rate based on LIBOR plus 2.75%, with a 0% floor. The net proceeds from the new first lien term loan facility were used to repay the Company’s existing First Lien Loan outstanding balance of approximately $571.8 million and to finance the acquisition of Titan. As of January 31, 2019, the applicable rate of interest was 5.25%.

Asset Based Lending Facility

The Company has an asset based revolving credit facility (the “ABL Facility”) that provides for aggregate revolving commitments of $345.0 million (including same day swing line borrowings of $34.5 million). GYP Holdings III Corp. is the lead borrower. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments.

At the Company’s option, the interest rates applicable to the loans under the ABL Facility are based at LIBOR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. As of January 31, 2019, the applicable rate of interest was 4.01%. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility agreement.

During the nine months ended January 31, 2019, the Company made net borrowings under the ABL facility of $137.9 million. As of January 31, 2019, the Company had available borrowing capacity of approximately $197.3 million under the ABL Facility. The ABL Facility will mature on November 18, 2021 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company’s request and without the consent of any other lender. The ABL Facility contains a cross default provision with the First Lien Facility.

Covenants under the ABL Facility and First Lien Facility

The First Lien Facility contains a number of covenants that limit our ability and the ability of our restricted subsidiaries, as described in the First Lien Credit Agreement, to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with our affiliates; and prepay or amend the terms of certain indebtedness. The Company was in compliance with all restrictive covenants as of January 31, 2019.

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. The Company was in compliance with all such covenants as of January 31, 2019.

Titan Revolving Credit Facility

In connection with the acquisition of Titan on June 1, 2018, the Company assumed Titan’s revolving credit facility (the “Titan Facility”) that provides for aggregate revolving commitments of $22.5 million ($30.0 million Canadian dollars), as amended. The Titan Facility bears interest at the Canadian prime rate plus a marginal rate based on the level determined by Titan’s total debt to EBITDA ratio at the end of the most recently completed fiscal quarter or year. As of January 31, 2019, no amounts were outstanding under the Titan Facility and the Company had available borrowing capacity of approximately $22.5 million under the Titan Facility. The Titan Facility matures on June 28, 2022.

Capital Leases

During the nine months ended January 31, 2019, the Company amended certain terms of its operating lease agreements for equipment. The amendments would have resulted in capital lease classification of the leases under lease classification criteria had the changed terms been in effect at lease inception. As such, the amended agreements were considered new agreements. The new lease agreements were classified as capital leases as of the date of the modifications based on the application of lease classification criteria. As a result, the Company recorded $73.6 million of capital lease assets and capital lease obligations in its Condensed Consolidated Balance Sheet during the nine months ended January 31, 2019.

Debt Maturities

As of January 31, 2019, the maturities of long‑term debt were as follows


	First Lien			ABL	Capital		Installment
	Term Loan(1)			Facility	Leases		Notes(2)		Total
Years ending April 30,	(in thousands)
2019 (remaining three months)	$	2,491	$	—	$	5,693	$	604	$	8,788
2020		9,968		—		26,343		4,363		40,674
2021		9,968		—		25,039		4,053		39,060
2022		9,968		137,898		21,430		3,617		172,913
2023		9,968		—		16,019		3,584		29,571
Thereafter		947,000		—		10,965		960		958,925
	$	989,363	$	137,898	$	105,489	$	17,181	$	1,249,931

(1)

Gross of unamortized discount of $2,238 and deferred financing costs of $12,570 as of January 31, 2019.

(2)

Gross of unamortized discount of $1,273 as of January 31, 2019.