Long-term debt consists of the following:


	September 30, 2024			September 30, 2023
Series B term loan	$	732.8		$	731.7
Receivables financing agreement		76.2			163.0
Financing costs, net		(6.5	)		(6.6	)
Total debt, net	$	802.5		$	888.1
Less: Current portion of long-term debt		-			-
Long-term debt, net	$	802.5		$	888.1

In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013. The Credit Agreement consisted of seven-year $1,460.0 term loans (“First Lien Term Loans”) and a five-year $210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company.

On April 22, 2022, the Company entered into Amendment No. 6 to the Credit Agreement (the “Amendment Agreement”), which amended the existing Credit Agreement to provide for: (i) a $1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 five-year revolving credit facility (the “Revolving Credit Facility”). The Series B Term Loan matures on April 22, 2029 and bears interest at a rate per annum of a secured overnight financing rate (“Term SOFR”), plus a margin of 3.25% or a base rate (“ABR”) plus a margin of 2.25%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively. The Company used the net proceeds from the Series B Term Loan to repay all amounts then outstanding under the Company’s Credit Agreement. As a result of the repayment of the amounts outstanding under the Company's Credit Agreement, the Company recorded a loss on debt extinguishment of $12.6 due to accelerated amortization of deferred financing fees and original issue discount included in the Other expense (income) line of the Consolidated Statements of Operations for the year ended September 30, 2022. An original issue discount of $12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 3.42%.

On August 28, 2023, the Company voluntarily repaid $450.0 of the amount outstanding under the Company’s Amendment Agreement. As a result of this voluntary repayment, the Company recorded a loss on debt extinguishment of $8.3 due to accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties. The loss on debt extinguishment is included in the Other (income) expense line of the Consolidated Statements of Operations for the year ended September 30, 2023.

On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (the “Seventh Credit Agreement Amendment”). The Seventh Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00% prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield, and which shall be applicable until six months after entering into the Seventh Credit Agreement Amendment.

On May 28, 2024, the Company entered into Amendment No. 8 to the Credit Agreement (the "Eighth Credit Agreement Amendment"). Under the Eighth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on Term SOFR, plus a margin of 2.50% or ABR plus a margin of 1.50%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively.

There were no debt repayments on the Series B Term Loan for the fiscal year ended September 30, 2024. Debt repayments for the Series B Term Loan totaled $459.0 for the fiscal year ended September 30, 2023.

In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Credit Agreement, as payments to principal. The percentage varies with the ratio of the Company’s debt to its cash flow. The excess cash flow calculation did not result in any accelerated payment due for the periods ended September 30, 2024, September 30, 2023, and September 30, 2022.

The Credit Agreement restricts the Company’s ability to, among other things, incur additional indebtedness, create liens, enter into mergers and acquisitions, dispose of assets and make distributions without the approval of the lenders. In certain circumstances, under the Credit Agreement, the Company is prohibited from making certain restricted payments, including dividends or distributions to its stockholders, subject to certain exceptions set forth in that agreement (including an exception for the making of such restricted payments up to an agreed limit, which limit is determined by a formula that takes into account consolidated net income, net cash proceeds and other amounts, in each case as described in greater detail in that agreement). The Credit Agreement imposes financial covenants upon the Company with respect to leverage and interest coverage under certain circumstances. The Credit Agreement contains provisions permitting the bank to accelerate the repayment of the outstanding debt under this agreement upon the occurrence of an Event of Default, as defined in the Credit Agreement, including a material adverse change in the financial condition of the Company since the date of the Credit Agreement.

The weighted average interest rate on the Series B Term Loan was 8.2% and 7.8% for the years ended September 30, 2024 and September 30, 2023, respectively. The Series B Term Loan has required amortization debt repayments that are due in quarterly installments of 0.25% of the original principal balance of the Series B Term Loans. As a result of the August 28, 2023 voluntary repayment of the amount outstanding under the Amendment Agreement, the quarterly installment payments of the remaining amount outstanding under the Series B Term Loan are no longer required.

The Company has a five-year $300 revolving credit facility (the “Revolving Credit Facility”) that matures on April 22, 2027 and bears interest at a rate per annum of Term SOFR plus a margin ranging from 2.00% to 2.50%, or ABR plus a margin ranging from 1.00 to 1.50%, subject to SOFR and ABR floors of 0.00% and 1.00%, respectively, with the margin on the Revolving Credit Facility determined based on the Company’s first lien net leverage ratio. The Revolving Credit Facility replaced the previous $260.0 revolving credit facility under the Credit Agreement. The Company had no outstanding balance under the Revolving Credit Facility as of

September 30, 2024 and September 30, 2023. There were no borrowings or repayments under the facility during the year ended September 30, 2024. There were $33.5 borrowings under the facility during the year ended September 30, 2023, of which, $33.5 were repaid during the same period. The Company had no letters of credits issued and outstanding as of September 30, 2024 and had $42.6 of letters of credits issued and outstanding as of September 30, 2023. The weighted average interest rate on the Revolving Credit Facility was 6.9% for the year ended September 30, 2023.

On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). On August 31, 2023, the Company, entered into the Fourth Amendment to the Receivables Financing Agreement (the “Fourth Amendment”), which amends the definition of “Permitted Holders” to align with the definition of “Permitted Holders” under the Credit Agreement Amendment as defined above, as of the date of the closing of the Receivables Financing Amendment. On June 27, 2024, the Company, through a wholly-owned subsidiary, entered into the Fifth Amendment to the Receivables Financing Agreement (the "Fifth Amendment"), which increased the borrowing capacity to $325.0 and extended the term through June 27, 2027. All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivable and unbilled revenue of the Company. During the year ended September 30, 2024, the Company borrowed $0.5 against the capacity and voluntarily repaid $87.3. During the year ended September 30, 2023, the Company borrowed $549.5 against the capacity and voluntarily repaid $554.5.

The interest rate on the amounts borrowed under the Receivables Financing Agreement is established for periods of up to six months at 140-170 bps over SOFR depending on the Company’s leverage ratio, and a commitment fee equal to 0.4% of the unused balance of the facility. The weighted average interest rate on the amounts borrowed under the Receivables Financing Agreement was 6.7% and 6.3% for the years ended September 30, 2024 and September 30, 2023, respectively.

The following are the scheduled maturities of long-term debt for the next five fiscal years and thereafter, which do not include any estimated excess cash flow payments:



2025	$	—
2026		—
2027		76.2
2028		—
2029 and thereafter		738.0
Total long-term debt		814.2
Less: Current maturities		—
Less: Original issue discount		5.2
Less: Financing costs		6.5
Total long-term debt, net	$	802.5

The Company has estimated the fair value of its long-term debt to be approximately $812.4 and $900.1 as of September 30, 2024 and September 30, 2023, respectively. Fair value is based on market bid prices around period-end (Level 2 inputs).