Credit Agreement

3 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Credit Agreement

Debt

Bridge Facility

On July 27, 2022, the Company entered into a $475.0 million senior unsecured bridge facility (the “Bridge Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, to finance the Micromine acquisition. The Bridge Facility was entered into under the existing Amended and Restated Credit Agreement dated as of December 23, 2019, with JPMorgan ("Credit Agreement"). The Company may elect that each incremental borrowing under the Bridge Facility bear interest at a rate per annum equal to (a) the Alternate Base Rate (“ABR”), plus the applicable margin or (b) the Adjusted Term Secured Overnight Financing Rate (“SOFR”), plus the applicable margin. The outstanding balance under the Bridge Facility as of September 30, 2022 was $0 million and is payable 364 days after the closing date of July 27, 2022.

As consideration for JPMorgan’s agreement to act as administrative agent for the Bridge Facility, the Company is required to pay a fee of $50,000 per annum, payable on the closing date of the loan and every anniversary thereof during the term of the loan.

In addition, the Company incurred issuance costs associated with the Bridge Facility. For the three months ended September 30, 2022, the Company has paid in total $2.375 million fees to JPMorgan to secure the Bridge Facility, which was recorded as other current assets and is being amortized to interest expense over the estimated term of the loan.

Credit Agreement

The Company also has a Credit Agreement with JP Morgan that provides for a $200.0 million secured revolving credit facility and a $320.0 million secured term loan facility.

As of September 30, 2022, the Company's current and non-current borrowings, under the term loan facility, were $30.0 million and $240.0 million, respectively. As of June 30, 2022, the Company's current and non-current borrowings, under the term loan facility, were $28.0 million and $245.6 million, respectively. The interest rate on the term loan facility as of September 30, 2022 was 2.74%. There were no amounts outstanding under the revolving credit facility at either September 30, 2022 or June 30, 2022. Any outstanding balances of the indebtedness under the revolving credit facility mature on December 23, 2024.

The following table summarizes the maturities of the term loan facility:

Year Ending June 30,	Amount
	(Dollars in Thousands)
2023	$	22,000
2024	36,000
2025	212,000
Total	$	270,000

The Credit Agreement contains customary affirmative and negative covenants, which are also applicable to the Bridge Facility, including restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments (including dividends) and transactions with affiliates. There are also financial covenants measured at the end of each fiscal quarter including a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00. As of September 30, 2022, the Company was in compliance with all the loan covenants.