Debt and Borrowings

3 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt and Borrowings

DEBT AND BORROWINGS

Debt and borrowings consisted of the following (in thousands):

				Carrying Value at
	Expected Remaining Term (years)	Effective Interest Rate		September 30, 2024		June 30, 2024
Non-current liabilities:
Convertible senior notes:
2025 Notes, principal	1.2	0.36	%	$	167,314	$	167,314
2027 Notes, principal	2.5	0.48	%	575,000		575,000
Less: unamortized debt issuance costs				(7,500)		(8,323)
Convertible senior notes, net				734,814		733,991
Borrowings from revolving credit facility (including unamortized debt premium)(1)	1.7	8.81	%	180,008		180,009
Total				$	914,822	$	914,000

(1) Unamortized debt issuance costs balance for the Revolving Credit Facility was $0.5 million and $0.6 million as of September 30, 2024 and June 30, 2024, respectively, and is included in other assets on the condensed consolidated balance sheets.

Convertible senior notes

On November 30, 2020, the Company issued $1.15 billion in aggregate principal amount of its 0% convertible senior notes due on December 1, 2025, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2025 Notes). The 2025 Notes are subject to the terms and conditions of the indenture governing the 2025 Notes between the Company and Wells Fargo Bank, N.A., as trustee (in its respective capacity as the trustee for each of the 2025 Notes and the 2027 Notes (as defined below), as applicable, the Notes Trustee). The net proceeds from the issuance of the 2025 Notes were $1.13 billion, after deducting debt discount and debt issuance costs totaling $20.6 million. In fiscal 2024, the Company repurchased $982.7 million aggregate principal amount of the 2025 Notes in privately-

negotiated transactions. As of September 30, 2024, $167.3 million aggregate principal amount of the 2025 Notes remained outstanding.

On September 24, 2021, the Company issued $575.0 million in aggregate principal amount of its 0% convertible senior notes due on April 1, 2027, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 2027 Notes, and together with the 2025 Notes, the Notes). The 2027 Notes are subject to the terms and conditions of the indenture governing the 2027 Notes between the Company and the Notes Trustee. The net proceeds from the issuance of the 2027 Notes were $560.1 million, after deducting debt discount and debt issuance costs totaling $14.9 million.

The "if-converted" value of the Notes did not exceed the principal amount of $0.7 billion as of each of September 30, 2024 and June 30, 2024.

Capped Call Transactions

In conjunction with the issuance of each of the 2025 Notes and the 2027 Notes, the Company entered into capped call transactions (collectively, the Capped Calls). In fiscal 2024, the Company terminated the Capped Calls previously entered into in connection with the issuance of the 2025 Notes.

Revolving Credit Facility

The Company's Revolving Credit and Security Agreement (as amended from time to time, the Revolving Credit Facility) was initially executed in March 2021, amended in August 2022 to finance the acquisition of card receivables and increase the borrowing capacity, and further amended in March 2024 to extend the maturity date and further increase the borrowing capacity. The Revolving Credit Facility matures in June 2026 or earlier pursuant to the agreement and has a total commitment of $300.0 million. Total outstanding borrowings were $180.0 million as of September 30, 2024. The Company is required to comply with certain restricted covenants, including liquidity requirements. As of September 30, 2024, the Company was in compliance with those covenants.

The amortization of the debt issuance costs and debt premium is recorded in other income, net in the accompanying condensed consolidated statement of operations and during each of the three months ended September 30, 2024 and 2023 was not material.