LONG-TERM DEBT

12 Months Ended

Jul. 31, 2025

The components of long-term debt are as follows:


	July 31, 2025		July 31, 2024
Term loan	$	408,159	$	594,361

Senior unsecured notes	500,000		500,000
Unsecured notes	5,723		27,070
Other debt	19,930		29,848
Total long-term debt	933,812		1,151,279
Debt issuance costs, net of amortization	(10,833)		(17,364)
Total long-term debt, net of debt issuance costs	922,979		1,133,915
Less: Current portion of long-term debt	(3,367)		(32,650)
Total long-term debt, net, less current portion	$	919,612	$	1,101,265

The Company is a party to a term loan agreement, which includes both a United States dollar-denominated term loan tranche (“USD term loan”) and a Euro-denominated term loan tranche (“Euro term loan”) and a $1,000,000 asset-based credit facility (“ABL”). Since originally entering these loans, the Company has entered into various amendments to extend maturities, lower interest rates and make other minor modifications. Key provisions of the current agreements and the nature of recent amendments are described below.

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the USD term loan. Pursuant to the November 15, 2023 term loan amendments, the applicable margin used to determine the interest rate on USD term loan was reduced by 0.25% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans was 1.75% and 2.75% for SOFR-based loans. The SOFR credit spread adjustment applicable to U.S. dollar-denominated SOFR-based loans was eliminated. The applicable margin for Euro-denominated EURIBOR-based loans of 3.00% was not changed with this amendment. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement were not materially changed. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000. The applicable margin, covenants and other material provisions of the ABL remain materially unchanged.

The November 15, 2023 debt amendments noted above were evaluated on a creditor-by-creditor basis pursuant to the requirements in ASC 470-50 related to syndicated loan arrangements. Extinguishment accounting was applied to the creditors

that were deemed to have a substantial difference in terms based on an analysis of the present values of cash flows before and

after the amendments. As a result of this analysis, the Company recorded expense of $14,741 in the second quarter of fiscal 2024. $7,566 of this $14,741 expense was classified as interest expense in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income and primarily represents extinguishment charges, while the remaining $7,175 was classified as administrative expense and primarily represents third-party costs attributed to the modified loans. In addition, during the second quarter of fiscal 2024 the Company capitalized qualifying financing-related costs of $10,480 related to these amendments which will be amortized over the remaining term of the amended agreements subject to acceleration for early term loan principal payments.

On July 1, 2024, the Company entered into an amendment to the term loan to modify the applicable margins used to determine the interest rate on both the USD term loan and the Euro term loan. USD term loan interest under the amended agreement was reduced by 0.50% so that the applicable margin for ABR-based loans is now 1.25% and for SOFR-based loans is 2.25%. The applicable margin for the Euro term loan was also reduced by 0.25% so that the applicable margin for the EURIBOR-based loans is 2.75%. The November 15, 2030 maturity date for the term loan remains unchanged. The covenants and other provisions of the Credit Agreement remain unchanged. The costs associated with this repricing amendment were not material.

Under the term loan, required annual principal payments of 1.00% of the November 15, 2023 term loan balance are payable quarterly in 0.25% installments starting on May 1, 2024. As of July 31, 2025, however, the Company had made sufficient payments on the USD term loan and Euro term loan to fulfill all future annual principal payment requirements over the term of the loan.

The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. No such specified events occurred during fiscal 2025 or fiscal 2024. The Company may, at its option, prepay any borrowings under the term loan, in whole or in part, at any time without premium or penalty (except in certain circumstances).

As of July 31, 2025, the outstanding USD term loan balance of $60,000 was subject to a SOFR-based rate totaling 6.61%. As of July 31, 2024, the outstanding USD term loan balance of $265,000 was subject to a SOFR-based rate totaling 7.59%. The total interest rate on the July 31, 2025 outstanding Euro term loan tranche balance of $348,159 was 4.65%, and the total interest rate on the July 31, 2024 outstanding Euro term loan balance of $329,361 was 6.35%.

As of July 31, 2025 and July 31, 2024 there were no outstanding ABL borrowings. The Company may, generally at its option, repay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL currently carries interest at an annual base rate plus 0.25% to 0.50%, or EURIBOR plus 1.25% to 1.50%, or SOFR plus 1.35% to 1.60%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a 0.20% unused facility fee.

The ABL contains a financial covenant which requires the Company to maintain a minimum consolidated fixed-charge coverage ratio of 1.0X, although the covenant is only applicable when adjusted excess availability falls below a threshold of the greater of a) 10% of the lesser of the borrowing base availability or the revolver line total, or b) $60,000. Up to $80,000 of the ABL is available for the issuance of letters of credit, and up to $100,000 is available for swing-line loans. The Company may also increase commitments under the ABL by up to $200,000 by obtaining additional commitments from lenders and adhering to certain other conditions.

The unused availability under the ABL is generally available to the Company for general operating purposes, and based on July 31, 2025 eligible receivable and inventory balances and net of amounts drawn, if any, totaled approximately $840,000.

On October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”). The Senior Unsecured Notes will mature on October 15, 2029 unless redeemed or repurchased earlier. Net proceeds from the Senior Unsecured Notes, along with cash on hand, were used to repay $500,000 of borrowings then outstanding on the Company’s ABL and for certain transaction costs. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year. The Senior Unsecured Notes rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to the Company’s future subordinated indebtedness, and effectively junior in right of payment to the Company’s existing and future secured indebtedness to the extent of the assets securing such indebtedness.

The unsecured note of 5,000 Euro ($5,723) at July 31, 2025 relates to long-term debt of our European segment and has an interest rate of 2.53% and matures in March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2.38% to 2.41%.

Total contractual debt maturities are as follows:


For the fiscal year ending July 31, 2026	$	3,367
For the fiscal year ending July 31, 2027	2,804
For the fiscal year ending July 31, 2028	8,527
For the fiscal year ending July 31, 2029	2,804
For the fiscal year ending July 31, 2030	502,804
For the fiscal year ending July 31, 2031 and thereafter	413,506
	$	933,812

For fiscal 2025, 2024 and 2023, interest expense on total long-term debt was $61,222, $99,970 and $92,977, respectively. These interest expense amounts include amortization of capitalized debt issuance costs of $7,342, $10,708 and $11,455 for fiscal years 2025, 2024 and 2023, respectively. Additionally, fiscal 2024 interest expense included the debt extinguishment charges noted above.

The fair value of the Company’s term-loan debt at July 31, 2025 and July 31, 2024 was $410,124 and $597,334, respectively, and the fair value of the Company’s Senior Unsecured Notes at July 31, 2025 and July 31, 2024 was $469,100 and $450,450, respectively. The fair value of all other debt held by the Company approximates carrying value. The fair values of the Company’s long-term debt are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active.