The Company’s long-term debt consisted of the following as of April 30, 2020 and 2019:

(1)	Net of unamortized discount of $1,602 and $2,149 as of April 30, 2020 and 2019, respectively.

(2)	Net of deferred financing costs of $9,000 and $12,072 as of April 30, 2020 and 2019, respectively.

(3)	Net of unamortized discount of $1,098 and $1,200 as of April 30, 2020 and 2019, respectively.

Term Loan Facility

The Company’s wholly-owned subsidiaries, GYP Holdings II Corp., as parent guarantor (in such capacity, “Holdings”), and GYP Holdings III Corp., as borrower (in such capacity, the “Borrower” and, together with Holdings and the Subsidiary Guarantors (as defined below), the “Loan Parties”), have a senior secured first lien term loan facility (the “Term Loan Facility”). The Term Loan Facility permits the Borrower to add one or more incremental term loans up to a fixed amount of $100.0 million plus a certain amount depending on a secured first lien leverage ratio test included in the Term Loan Facility. As of April 30, 2020, the Term Loan Facility amortized in nominal quarterly installments of $2.5 million, or 0.25% of the aggregate principal amount of the Term Loan Facility and had a maturity date of June 1, 2025. Provided that the individual affected lenders agree accordingly, the maturities of the Term Loan Facility may, upon the Borrower’s request and without the consent of any other lender, be extended. GYP Holdings II Corp., the sole entity between borrower and financial reporting entity, is a holding company with no other operations, assets, liabilities or cash flows other than through its ownership of GYP Holdings III Corp. (borrower) and its operating subsidiaries. As of April 30, 2020, the applicable rate of interest was 3.15%.

On June 7, 2017, the Company entered into the Second Amendment to First Lien Credit Agreement (the “Second Amendment”), among the Borrower, Holdings, the other Loan Parties party thereto, Credit Suisse AG, as administrative agent and as 2017 incremental first lien lender. The Second Amendment provided for a new first lien term loan facility in the aggregate principal amount of $577.6 million due on April 1, 2023 with interest at a floating rate based on LIBOR, with a 1.00% floor, plus 3.00%, representing a fifty basis point improvement compared to the interest rate of the existing Term Loan Facility immediately prior to giving effect to the Second Amendment. Net proceeds were used to repay the existing Term Loan Facility outstanding balance of $477.6 million and $94.0 million of loans under its 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 Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended April 30, 2018.

On June 1, 2018, the Company entered into the Third Amendment that provided for a new first lien term loan facility 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 Term Loan Facility outstanding balance of $571.8 million and to finance the acquisition of Titan.

On September 30, 2019, the Company made a $50.0 million prepayment of outstanding principal amount of its Term Loan Facility. On March 6, 2020, the Company made an additional $50.0 million prepayment of outstanding principal amount of its Term Loan Facility. The Company recorded total write-offs of debt discount and deferred financing fees of $1.3 million, which is included in write-off of discount and deferred financing fees in the Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended April 30, 2020.

Asset Based Lending Facility

The Company has an ABL Facility that provides for aggregate revolving commitments of $445.0 million (including same day swing line borrowings of $44.5 million). GYP Holdings III Corp. is the lead borrower (in such capacity, 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.

On September 30, 2019, the Company amended its ABL Facility to, among other things, increase the revolving commitments from $345.0 million to $445.0 million, extend the maturity date to September 30, 2024 and remove the highest pricing level applicable to borrowings under the ABL Facility. The other material terms of the ABL Facility remained unchanged.

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 April 30, 2020, the applicable rate of interest was 1.82%. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility agreement.

In March 2020, the Company drew $80.0 million under the ABL Facility as a precautionary measure to provide financial flexibility and liquidity in response to volatile financial market conditions resulting from the COVID-19 pandemic. As of April 30, 2020, the Company had available borrowing capacity of $353.9 million under the ABL Facility. The ABL Facility will mature on September 30, 2024 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 Term Loan Facility.

Terms of the ABL Facility and Term Loan Facilities

Collateral

The ABL Facility is collateralized by (a) first priority perfected liens on the following assets of the Loan Parties: (i) accounts receivable; (ii) inventory; (iii) deposit accounts; (iv) cash and cash equivalents; (v) tax refunds and tax payments; (vi) chattel paper; and (vii) documents, instruments, general intangibles, securities accounts, books and records, proceeds and supporting obligations related to each of the foregoing, subject to certain exceptions (collectively, “ABL Priority Collateral”) and (b) second priority perfected liens on the remaining assets of the Loan Parties not constituting ABL Priority Collateral, subject to customary exceptions (collectively, “Term Priority Collateral”) and excluding real property.

The Term Loan Facility is collateralized by (a) first priority liens on the Term Priority Collateral and (b) second priority liens on the ABL Priority Collateral, subject to customary exceptions.

Prepayments

The Term Loan Facility may be prepaid at any time. Under certain circumstances and subject to certain exceptions, the Term Loan Facility will be subject to mandatory prepayments in the amount equal to:

●

100% of the net proceeds of certain asset sales and issuances or incurrences of nonpermitted indebtedness; and

●

50% of annual excess cash flow for any fiscal year, such percentage to decrease to 25% or 0% depending on the attainment of certain total leverage ratio targets.

As of April 30, 2020, there was no prepayment required related to excess cash flow.

The ABL Facility may be prepaid at the Company’s option at any time without premium or penalty and will be subject to mandatory prepayment if the outstanding ABL Facility exceeds the lesser of the (i) borrowing base and (ii) the aggregate amount of commitments. Mandatory prepayments do not result in a permanent reduction of the lenders’ commitments under the ABL Facility.

Guarantees

Holdings guarantees the payment obligations under the ABL Facility and the Term Loan Facility. Certain of Holdings’ subsidiaries (i) guarantee the payment obligations under the Term Loan Facility (in such capacity, the “Subsidiary Guarantors”) and (ii) are co-borrowers under the ABL Facility.

Covenants

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. The Company was in compliance with all such covenants as of April 30, 2020.

The Term Loan Facility contains a number of covenants that limit the Company’s ability and the ability of the Company’s restricted subsidiaries, as described in the respective credit agreement, to: incur more indebtedness; pay dividends, redeem or repurchase 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 covenants as of April 30, 2020.

Events of Default

The ABL Facility and Term Loan Facility also provide for customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and changes of control.

Canadian Revolving Credit Facility

In connection with the acquisition of Titan on June 1, 2018, the Company assumed Titan’s revolving credit facility (the “Canadian Facility”) that provides for aggregate revolving commitments of $21.6 million ($30.0 million Canadian dollars), as amended. The Canadian 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. In March 2020, the Company drew down $7.2 million under the Canadian Facility as a precautionary measure to provide financial flexibility and liquidity in response to volatile financial market conditions resulting from the COVID-19 pandemic. As of April 30, 2020, the Company had available borrowing capacity of $14.4 million under the Canadian Facility as a precautionary in response to the COVID-19 pandemic. The Canadian Facility matures on June 28, 2022.

Installment Notes

The Company’s installment notes of $15.2 million and $15.3 million as of April 30, 2020 and 2019, respectively, include notes for subsidiary stock repurchases from stockholders, notes for the payout of stock appreciation rights and a note to the seller of an acquired company. See Note 13, “Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests.”

Debt Maturities

As of April 30, 2020, the maturities of long-term debt were as follows:


	Term Loan			ABL	Finance		Installment		Canadian
	Facility(1)			Facility	Leases		Notes(2)		Facility		Total
Year ending April 30,	(in thousands)
2021	$	9,968	$	—	$	35,530	$	4,874	$	—	$	50,372
2022		9,968		—		32,547		4,438		—		46,953
2023		9,968		—		27,062		4,404		7,194		48,628
2024		9,968		—		19,974		1,781		—		31,723
2025		9,968		80,000		9,983		819		—		100,770
Thereafter		827,063		—		3,671		—		—		830,734
	$	876,903	$	80,000	$	128,767	$	16,316	$	7,194	$	1,109,180

(1)Gross of unamortized discount of $1,602 and deferred financing costs of $9,000 as of April 30, 2020.

(2)Gross of unamortized discount of $1,098 as of April 30, 2020.