The Company’s long-term debt consists of the following:


	May 31, 2024			May 31, 2023
Term Loan	$	550,000		$	550,000
Senior Notes		350,000			350,000
Finance Lease		2,447			—
Total debt and finance lease		902,447			900,000
Less: Current portion		(2,447	)		—
Total non-current debt		900,000			900,000
Less: Unamortized debt issuance costs		(11,609	)		(14,561	)
Total non-current debt, net	$	888,391		$	885,439

The Company had a financing agreement with a bank providing for a $15,000 unsecured revolving line of credit, which originally expired on November 30, 2023, but was replaced by the five-year senior secured revolving facility as part of the Credit Facilities described below. There were no advances against the line of credit during fiscal 2023 before the line of credit was extinguished. Interest on any borrowings under that agreement was at LIBOR plus 100 basis points. Financial covenants included maintaining specified levels of tangible net worth, debt service coverage, and funded debt to EBITDA, each of which the Company was in compliance with during the period the line of credit was available.

On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $650,000 and a five-year senior secured revolving facility (“revolving facility”) in the amount of $150,000 (collectively, the “Credit Facilities”) to fund the FSD transaction. The term loan facility was drawn on August 31, 2022, to fund the closing of the FSD transaction on September 1, 2022 while the revolving facility was undrawn and continues to be undrawn as of May 31, 2024.

The Credit Facilities bear interest based on term SOFR plus an applicable margin which ranges between 150 to 225 basis points, determined for each interest period and paid monthly. During the twelve months ended May 31, 2024, the interest rates ranged from 7.42% to 7.68% per annum. The term loan facility matures on June 30, 2027 and the revolving facility

matures at the earlier of June 30, 2027 or the termination of the revolving commitments. In accordance with the prepayment feature, the Company paid $100,000 of the term loan facility’s principal in fiscal year 2023.

The term loan facility contains an optional prepayment feature at the discretion of the Company. The Company determined that the prepayment feature did not meet the definition of an embedded derivative and does not require bifurcation from the host liability and, accordingly, has accounted for the entire instrument at amortized cost.

The Company has a $150,000 revolving credit facility with any amount outstanding to be repaid on or before the termination date of the revolving commitments. In fiscal year 2023, debt issuance costs of $2,361 were incurred related to the revolving facility. These costs are being amortized as interest expense in the consolidated statements of operations over the contractual life of the revolving facility using the straight line method. Amortization of the deferred debt issuance costs for the revolving facility was $489 and $366 during the twelve months ended May 31, 2024 and 2023, respectively. As of May 31, 2024 and May 31, 2023, the Company had $1,506 and $1,995, respectively, of unamortized debt issuance costs.

The Company must pay an annual commitment fee ranging from 0.20% and 0.35% on the unused portion of the revolving facility, paid quarterly. As of May 31, 2024, the commitment fee was 0.35%. During the twelve months ended May 31, 2024 and 2023, $501 and $473 was recorded as interest expense in the consolidated statements of operations.

There was no accrued interest payable on the term loan as of May 31, 2024. In fiscal year 2023, the Company incurred $10,232 in total debt issuance costs on the term loan which is recorded as an offset to the term loan facility and amortized over the contractual life of the loan to interest expense using the straight line method. The amortization of deferred debt issuance costs of $2,117 and interest expense of $42,152 (excluding swap credit of $3,002) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2024. The amortization of deferred debt issuance costs of $1,588 and interest expense of $27,254 (excluding swap credit of $577) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2023. As of May 31, 2024 and May 31, 2023, the Company had $6,527 and $8,644, respectively, of unamortized debt issuance costs.

Financial covenants include maintaining specified levels of funded debt to EBITDA, and debt service coverage. As of May 31, 2024, the Company was in compliance with its debt covenants.

On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $350,000 aggregate principal amount of 8.625% senior notes due 2030 (the “Notes”) in a private placement at par. The Notes were initially issued by Neogen Food Safety Corporation to 3M and were transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt. Upon closing of the FSD transaction on September 1, 2022, the Notes became guaranteed on a senior unsecured basis by the Company and certain wholly-owned domestic subsidiaries of the Company.

The Company determined that the redemption features of the Notes did not meet the definition of a derivative and thus does not require bifurcation from the host liability and accordingly has accounted for the entire instrument at amortized cost.

Total accrued interest on the Notes was $10,985 as of May 31, 2024 based on the stated interest rate of 8.625%. This amount was included in current liabilities on the consolidated balance sheets. In fiscal year 2023, the Company incurred total debt issuance costs of $6,683, which is recorded as an offset to the Notes and amortized over the contractual life of the Notes to interest expense using the straight line method. The amortization of deferred debt issuance costs of $835 and interest expense of $30,188 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2024. The amortization of deferred debt issuance costs of $766 and interest expense of $26,079 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2023. As of May 31, 2024 and May 31, 2023, the Company had $5,082 and $5,917, respectively, of unamortized debt issuance costs.

There are no required principal payments on the term loan facility or the Notes through fiscal year 2026, due to $100,000 in prepayments made on the term loan facility in fiscal 2023. The weighted average interest rate on the Company's long-term

debt was 7.71% as of May 31, 2024. The expected maturities associated with the Company’s outstanding debt as of May 31, 2024, were as follows:


	Amount
Fiscal Year
2025	$	2,350
2026		—
2027		34,063
2028		515,937
2029		—
Thereafter		350,000
Total	$	902,350