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Debt
12 Months Ended
Feb. 29, 2024
Debt Disclosure [Abstract]  
Debt
11. Debt
Our long-term debt instruments and balances outstanding as of February 29, 2024 and February 28, 2023 were as follows (in thousands):
 
As of February 29/28,
20242023
Revolving Credit Facility$30,000 $95,000 
Term Loan B980,250 1,030,250 
Total debt, gross$1,010,250 $1,125,250 
Unamortized debt issuance costs(57,508)(67,130)
Long-term debt, net$952,742 $1,058,120 
2022 Credit Agreement and Term Loan B
We have a credit agreement with a syndicate of financial institutions as lenders that was entered into on May 13, 2022 (the "2022 Credit Agreement"). The 2022 Credit Agreement includes the following significant terms:
i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company;
ii.provides for a maximum senior secured Revolving Credit Facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;
iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;
iv.borrowings under the Term Loan B bear a rate of Secured Overnight Financing Rate ("SOFR") plus 3.75% (following the repricing on August 17, 2023 as described below) and the Revolving Credit Facility bears a leverage-based rate with various tiers between 2.75% and 3.5%; as of February 29, 2024, the rate was SOFR plus 3.50% (following the repricing on December 20, 2023, as described below);
v.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions; and,
vi.includes a maximum quarterly leverage ratio financial covenant, with reporting requirements to our banking group at each quarter-end.
During fiscal 2024, we repriced our Revolving Credit Facility and Term Loan B, which amended the 2022 Credit Agreement as follows:
i.On August 17, 2023, we repriced the Term Loan B. The repricing reduced the interest rate margin by 50 basis points to an interest rate of SOFR plus 3.75% and removed the Credit Spread Adjustment, as defined in the 2022 Credit Agreement, of 10 basis points.
ii.On December 20, 2023, we repriced its $400.0 million Revolving Credit Facility. The repricing reduced the interest rate margin from 4.25% to a leverage-based rate with various tiers ranging from SOFR plus 2.75% to 3.50% and removed the Credit Spread Adjustment, as defined in the 2022 Credit Agreement, of 10 basis points.

See Note 23 for information related to the repricing of our Term Loan B on March 20, 2024.
We utilize proceeds from the Revolving Credit Facility primarily to finance working capital needs, capital improvements, dividends, acquisitions and for general corporate purposes. On May 13, 2022, our prior credit agreement and its senior unsecured notes were repaid with proceeds from the 2022 Credit Agreement.
As defined in the 2022 Credit Agreement, quarterly prepayments are due against the outstanding principal of the Term Loan B and are payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contribute to these required quarterly payments. Due to a prepayment of $210.0 million that we made on the Term Loan B during fiscal year 2023 in connection with the sale of the AIS business, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are not required at this time.
The weighted average interest rate for our outstanding debt, including the Revolving Credit Facility and the Term Loan B, was 8.58% and 8.81% at February 29, 2024 and February 28, 2023, respectively.

Our credit agreement required us to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 6.25 through November 2022. For each subsequent quarter, the maximum ratio decreases by 25 basis points through May 31, 2024, when the maximum Total Net Leverage Ratio reaches 4.50. As of February 29, 2024, we were required to maintain a Total Net Leverage Ratio no greater than 4.75. As of February 29, 2024, we were in compliance with all covenants and other requirements set forth in the debt agreement.
During the year ended February 28, 2023, we utilized a significant portion of the cash received from the sale of our controlling interest in the AVAIL JV to reduce the Term Loan B, and utilized the remaining cash received to reduce the Revolving Credit Facility and for general corporate purposes.
Convertible Subordinated Notes

On May 13, 2022, we completed the issuance of $240.0 million aggregate principal amount of 6.00% convertible subordinated notes due June 30, 2030 (the "Convertible Notes") pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement") with BTO Pegasus Holdings DE L.P., a Delaware limited partnership (together with its assignees, "Blackstone"), an investment vehicle of funds affiliated with Blackstone Inc. Interest on the Convertible Notes was payable on June 30 and December 31. The Convertible Notes were exchanged for 240,000 shares of our 6.0% Series A Convertible Preferred Stock on August 5, 2022, following the receipt of shareholder approval for the issuance of preferred shares. See Note 13 for a description of the Series A Preferred Stock.
We used the proceeds of the Convertible Notes, along with the Term Loan B, to fund the Precoat Acquisition.
Outstanding Borrowings, Letters of Credit and Future Principal Payments
As of February 29, 2024, we had $1.0 billion of floating-rate and fixed-rate debt outstanding on the Revolving Credit Facility and the Term Loan B, with varying maturities through fiscal 2029. We had approximately $355.5 million of additional credit available for future draws or letters of credit as of February 29, 2024.
As of February 29, 2024, we had total outstanding letters of credit in the amount of $14.5 million. These letters of credit are issued for a number of reasons but are most commonly issued in lieu of customer retention withholding payments covering warranty, performance periods and insurance collateral.
For each of the five years after February 29, 2024, required principal payments under the terms of the long-term debt are as follows (dollars in thousands):
 
Fiscal Year:Future Debt Maturities
2025$— 
2026— 
202730,000 
2028— 
2029980,250 
Total$1,010,250 
Other Disclosures
“Interest expense” is comprised as follows (in thousands):

Year Ended February 29/28,
202420232022
Interest expense$109,746 $89,354 $6,363 
Less: Capitalized interest(2,681)(554)— 
Interest expense, net of capitalized interest $107,065 $88,800 $6,363