Indebtedness

9 Months Ended

Jul. 29, 2022


6			Indebtedness

The following is a summary of the company's indebtedness:


(Dollars in thousands)	July 29, 2022		July 30, 2021		October 31, 2021
$600 million revolving credit facility, due October 2026	$	65,000	$	—	$	—
$200 million term loan, due April 2022	—		100,000		—
$300 million term loan, due April 2024	—		170,000		—
$270 million term loan, due October 2026	270,000		—		270,000
$200 million term loan, due April 2027	200,000		—		—
3.81% series A senior notes, due June 2029	100,000		100,000		100,000
3.91% series B senior notes, due June 2031	100,000		100,000		100,000
3.97% senior notes, due June 2032	100,000		—		—
7.8% debentures, due June 2027	100,000		100,000		100,000
6.625% senior notes, due May 2037	124,086		124,024		124,040
Less: unamortized discounts, debt issuance costs, and deferred charges	3,470		2,462		2,798
Total long-term debt	1,055,616		691,562		691,242
Less: current portion of long-term debt	65,000		104,217		—
Long-term debt, less current portion	$	990,616	$	587,345	$	691,242

Principal payments required on the company's outstanding indebtedness, based on the maturity dates defined within the company's debt arrangements, for the remainder of fiscal 2022 and succeeding fiscal years are as follows: fiscal 2022 (remainder), $0.0 million; fiscal 2023, $0.0 million; fiscal 2024, $0.0 million; fiscal 2025, $37.0 million; fiscal 2026, $328.0 million; fiscal 2027, $270.0 million; and after fiscal 2027, $425.0 million. Typically, the company's revolving credit facility is classified as long-term debt within the Condensed Consolidated Balance Sheets as the company has the ability to extend the outstanding borrowings under the revolving credit facility for the full-term of the facility. However, if the company intends to prepay a portion of the outstanding balance under the revolving credit facility within the next twelve months, the company reclassifies the portion of outstanding borrowings under the revolving credit facility that the company intends to repay within the next twelve months to current portion of long-term debt within the Condensed Consolidated Balance Sheets. As of July 29, 2022, the company reclassified $65.0 million of outstanding borrowings under the revolving credit facility to current portion of long-term debt within the Condensed Consolidated Balance Sheets as the company currently intends to repay this amount within the next twelve months.

3.97% Senior Notes

On June 30, 2022, the company issued $100.0 million of 3.97% Senior Notes due June 30, 2032 ("3.97% Senior Notes") pursuant to a private placement note purchase agreement ("2022 Note Purchase Agreement") with certain purchasers ("holders"). The proceeds were used pay down certain of its outstanding borrowings incurred in connection with the company's acquisition of Intimidator on January 13, 2022 and borrowed under its revolving credit facility provided under an amended and

restated revolving credit agreement dated as of October 5, 2021. In connection with the 2022 Note Purchase Agreement, the company incurred immaterial debt issuance costs, which were capitalized as contra-debt on our Condensed Consolidated Balance Sheets and will be amortized over the life of the 3.97% Senior Notes. Interest on the 3.97% Senior Notes is payable semiannually on the 30th day of June and December in each year. The 3.97% Senior Notes are unsecured senior obligations of the company and mature on June 30, 2032.

The company has the right to prepay all or a portion of the 3.97% Senior Notes upon notice to the holders for 100% of the prepaid principal amount plus a make-whole premium, as set forth in the 2022 Note Purchase Agreement, plus accrued and unpaid interest, if any, to the date of prepayment. In addition, at any time during the 90 day period ending on the maturity date of the 3.97% Senior Notes, the company will have the right to prepay all of the 3.97% Senior Notes without any make-whole premium. Upon the occurrence of certain change of control events, holders of the 3.97% Senior Notes will have the right to require that the company purchase such holder’s 3.97% Senior Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

The 2022 Note Purchase Agreement contains customary representations and warranties of the company, as well as certain customary covenants, including, without limitation, financial covenants generally consistent with those applicable under the company's revolving credit facility. The company was in compliance with all covenants as of July 29, 2022.

$200.0 Million Term Loan Credit Agreement

On April 27, 2022, the company entered into a term loan credit agreement ("$200.0 million term loan") with certain financial institutions for the purpose of paying down certain of its outstanding borrowings incurred in connection with the company's acquisition of Intimidator on January 13, 2022 and borrowed under its revolving credit facility provided under an amended and restated revolving credit agreement dated as of October 5, 2021. The entire $200.0 million available under the agreement was funded on April 27, 2022, and matures on April 27, 2027. In connection with the company's entry into the $200.0 million term loan, the company incurred immaterial debt issuance costs, which are being deferred and amortized over the life of the $200.0 million term loan and are netted against the outstanding borrowings under the $200.0 million term loan within the long-term debt, less current portion line item on the company's Condensed Consolidated Balance Sheets.

Outstanding borrowings under the $200.0 million term loan bear interest on the outstanding principal amount thereof for each interest period at a variable rate generally based on Term SOFR or an alternative variable rate based on the highest of the Bank of America prime rate, the federal funds rate or a rate generally based on Term SOFR, depending on the leverage ratio (as measured quarterly and defined as the ratio of (i) total indebtedness to (ii) consolidated EBIT (earnings before interest and taxes) plus depreciation and amortization expense) and our debt rating. Interest is payable quarterly in arrears.

Beginning with the last business day of June 2025, the company is required to make quarterly amortization payments on the $200.0 million term loan equal to 2.5% of the original aggregate principal amount reduced by any applicable prepayments. The $200.0 million term loan may be prepaid and terminated at the company's election at any time without penalty or premium. Amounts repaid or prepaid may not be reborrowed.

The $200.0 million term loan contains customary covenants, including, without limitation, financial covenants generally consistent with those applicable under the company's revolving credit facility. The company was in compliance with all covenants as of July 29, 2022.

Revolving Credit Facility

On April 27, 2022, the company amended its October 5, 2021 amended and restated revolving credit agreement to transition the reference rate from LIBOR to term SOFR. As of July 29, 2022, SOFR is the reference rate in effect for all outstanding variable interest borrowings of the company.