Long-Term Debt

12 Months Ended

Mar. 31, 2022

Long-Term Debt [Abstract]

Long-Term Debt

13. Long-Term Debt

Long-term debt consists of the following:

	March 31, 2022		March 31, 2021
Senior Credit Facilities
$5,100,000 Term Loan Facility, due March 1, 2024, net of unamortized discount of $55,763 and $87,698 at March 31, 2022 and March 31, 2021, respectively (effective interest rate of 4.42% and 4.42%, respectively)	$	3,257,487	$	3,405,552
$785,000 Revolving Facility, expiring July 3, 2024, and bearing interest at a variable interest rate		—		—
Senior Notes
$1,325,000 5.75% Senior Notes due March 1, 2025, net of unamortized discount of $5,303 and $6,921 at March 31, 2022 and March 31, 2021, respectively (effective interest rate of 5.90% and 5.90%, respectively)		1,319,697		1,318,079
Tangible Equity Unit Senior Amortizing Note
$47,367 Senior Amortizing Notes due June 30, 2022, net of unamortized discount of $20 and $293 at March 31, 2022 and March 31, 2021, respectively (effective interest rate of 7.44% and 7.44%, respectively)		4,234		20,345
Other		8,675		18,138
Less current portion		(10,006)		(27,339)
Long-term debt, excluding current portion	$	4,580,087	$	4,734,775

Senior Credit Facilities

Our long-term indebtedness includes a senior secured term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”). The Senior Credit Facilities provide us with the right at any time to request additional term loan tranches and/or term loan increases, increases in the revolving commitments and/or additional revolving credit facilities up to the sum of (i) (a) the greater of $1,080,000 or an amount equal to 100% of EBITDA for the most recently ended four fiscal quarters, plus (b) certain voluntary prepayments, repurchases, redemptions and other retirements of indebtedness and commitments under our Senior Credit Facilities, incremental equivalent debt, and refinancings thereof, plus (ii) an additional aggregate amount such that, after giving pro forma effect to such incurrence, (x) if such additional amounts are secured on a pari passu basis with the first lien obligations under our Senior Credit Facilities, our consolidated first lien net leverage ratio does not exceed 4.90 to 1.00, (y) if such additional amounts are secured on a junior lien basis to the first lien obligations under our Senior Credit Facilities, our consolidated secured net leverage ratio does not exceed 5.75 to 1.00 and (z) if such additional amounts are unsecured, either our consolidated total net leverage ratio does not exceed 6.00 to 1.00 or we could incur at least $1.00 of additional indebtedness under a consolidated interest coverage ratio test under our Senior Credit Facilities of 2.00 to 1.00. The lenders under the Senior Credit Facilities are not obligated to provide any such incremental commitments or loans, which are uncommitted, and any such addition of or increase in commitments or loans are subject to obtaining commitments and certain

customary conditions precedent in our Senior Credit Facilities.

Borrowings under the Senior Credit Facilities bear interest at a rate equal to either (i) LIBOR for the relevant interest period, adjusted for statutory reserve requirements (the Term Loan Facility is subject to a floor of 1.0% per year and the Revolving Facility is subject to a floor of 0.0% per year), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as publicly announced by the administrative agent as its prime rate, (b) the federal funds effective rate plus 0.5% and (c) adjusted LIBOR for an interest period of one month plus 1.0% (the Term Loan Facility may be subject to a floor of 2.0% per year), in each case, plus an applicable margin.

In addition to paying interest on outstanding principal, under the Revolving Facility, we are required to pay a commitment fee of 0.375% per year based on the unutilized commitments thereunder. We must also pay customary letter of credit fees and an annual administrative agency fee.

The Senior Credit Facilities requires us to prepay outstanding term loans, subject to certain exceptions, with:

50% of the Company’s annual Excess Cash Flow (as defined in the Senior Credit Facilities) commencing with the first full fiscal year completed after the closing of the Senior Credit Facilities (percentage is reduced to 25% and 0% if we achieve and maintain specified first lien net leverage ratios), subject to certain credits and exceptions;

100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property, including insurance condemnation proceeds (percentage is reduced to 50%, 25% and 0% if we achieve and maintain specified first lien net leverage ratios), subject to certain exceptions, in excess of a minimum threshold and subject to our right to reinvest the proceeds; and

100% of the net cash proceeds of any incurrence of debt by the Company, other than proceeds from debt permitted per the terms of the Senior Credit Facilities.

The foregoing mandatory prepayments will be applied, subject to certain exceptions, to the term loans outstanding under the Senior Credit Facilities then outstanding as directed by us.

We may voluntarily repay outstanding loans or reduce outstanding commitments under the Senior Credit Facilities at any time without premium or penalty, subject to reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings prior to the last day of the relevant interest period. Voluntary prepayments may be applied to the scheduled installments of principal of the Term Loan Facility in any order and applied to any class of loans.

The Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the principal amount outstanding, with the balance being payable at maturity. Principal amounts outstanding under the Revolving Facility are due and payable in full at maturity. We do not have any remaining quarterly amortization payments.

All obligations of the borrowers under the Senior Credit Facilities and under any swap agreements and cash management arrangements that are entered into are unconditionally guaranteed by all material wholly owned direct and indirect domestic restricted subsidiaries of the borrowers and by the direct parent of the Parent Borrower, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences.

All obligations of the borrowers under the Senior Credit Facilities and under any swap agreements and cash management arrangements are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of all of the capital stock issued by the parent borrower and each direct wholly owned domestic restricted subsidiary of the borrowers or any subsidiary guarantor (subject to certain exceptions) and up to 65% of the capital stock issued and outstanding by each direct wholly owned foreign restricted subsidiary of the borrowers or any subsidiary guarantor (subject to certain exceptions) and (ii) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material owned real property of the borrowers and the subsidiary guarantors (subject to certain exceptions and exclusions).

In June 2020, we repaid our outstanding Revolving Facility balance of $250,000. The Revolving Facility has a total borrowing capacity of $785,000 less outstanding letters of credit which totaled $5,485 and $6,194 at March 31, 2022 and 2021, respectively. This leaves $779,515 and $778,806 available for borrowing as of March 31, 2022 and 2021, respectively.

During fiscal years 2022 and 2021, we repaid $180,000 and $315,000, respectively, on our Term Loan Facility and recognized a Loss on extinguishment of debt of $3,885 and $8,924, respectively, in our consolidated statement of operations.

As of March 31, 2022, we were in compliance with all of the applicable covenants under the Senior Credit Facilities.

Senior Notes

Our long-term indebtedness also includes 5.75% senior notes due March 1, 2025 (the “Senior Notes”) with interest payable semi-annually on March 1 and September 1 of each year. In April 2020, we issued an additional $325,000 aggregate principal amount of 5.75% Senior Notes due 2025 (the “Notes”) and incurred issuance costs of $6,161. The notes were issued as part of the same series

as the $1,000,000 Senior Notes in February 2017.

We may redeem the Senior Notes, in whole or in part, at any time on or after March 1, 2020 at the applicable redemption price, plus accrued and unpaid interest.

If we experience specific kinds of changes in control (including the closing of the UHG Transaction), we must offer to purchase the Senior Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. Our obligations under the Senior Notes are guaranteed on a senior basis by all of our existing and subsequently acquired or organized wholly owned U.S. restricted subsidiaries that guarantee the Senior Credit Facilities. The Senior Notes and the related guarantees are effectively subordinated to our existing and future secured obligations and that of our affiliate guarantors to the extent of the value of the collateral securing such obligations and are structurally subordinated to all existing and future indebtedness and other liabilities of any of our subsidiaries that do not guarantee the Senior Notes.

As of March 31, 2022, we were in compliance with all of the applicable covenants under the Senior Notes.

Tangible Equity Unit Senior Amortizing Note

See Note 16, Tangible Equity Units, for information.

Other

From time to time, we enter into deferred financing arrangements with certain vendors. The obligations under such arrangements are recorded at the present value of the scheduled payments. Such future payments totaled approximately $7,498 and $16,346 at March 31, 2022 and 2021, respectively.

In addition, we have certain finance lease obligations that are classified as debt as discussed in Note 7, Leases.

Aggregate Future Maturities

The aggregate amounts of future maturities by fiscal year under long-term debt arrangements are as follows:

2023	$	10,006
2024		3,315,832
2025		1,325,340
2026		—
2027		—
Thereafter		—
Total	$	4,651,178