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INDEBTEDNESS
12 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
INDEBTEDNESS

(G) Indebtedness

Long-term debt at March 31, 2022 consists of the following:

 

 

 

As of March 31,

 

 

 

2022

 

 

2021

 

 

 

(dollars in thousands)

 

Revolving Credit Facility

 

$

200,000

 

 

$

 

2.500% Senior Unsecured Notes Due 2031

 

 

750,000

 

 

 

 

4.500% Senior Unsecured Notes Due 2026

 

 

 

 

 

350,000

 

Term Loan

 

 

 

 

 

665,000

 

Total Debt

 

 

950,000

 

 

 

1,015,000

 

Less: Unamortized Discount and Debt Issuance Costs

 

 

(11,735

)

 

 

(6,384

)

Long-term Debt

 

$

938,265

 

 

$

1,008,616

 

 

The weighted-average interest rate of borrowings under our Revolving Credit Facility during fiscal years 2022, 2021, and 2020 was 1.5%, 2.8%, and 3.6%, respectively. The interest rate on the Revolving Credit Facility was 1.7% at March 31, 2022. There was no balance outstanding at March 31, 2021.

Revolving Credit Facility

On July 1, 2021, we terminated our previous credit facilities and entered into an unsecured $750.0 million revolving credit facility (the Revolving Credit Facility). The Revolving Credit Facility also provides the Company the option to increase the borrowing capacity by up to $375.0 million (for a total borrowing capacity of $1,125 million), provided that the existing lenders, or new lenders, agree to such increase. The Revolving Credit Facility includes a $40.0 million letter of credit facility and a swingline loan

sub-facility of $25.0 million. On May 5, 2022 the Revolving Credit Facility was amended, as discussed below in the Subsequent Debt Amendments and Activity section.

The Revolving Credit Facility contains customary covenants for an unsecured investment-grade facility, including covenants that restrict the Company’s and/or its subsidiaries’ ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; and enter into certain affiliate transactions. The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 3.50:1.00 or less (subject to certain exceptions) and an Interest Coverage Ratio (both ratios, as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00 (collectively, the Financial Covenants). We were in compliance with all covenants at March 31, 2022.

At the Company’s option, principal amounts outstanding under the Revolving Credit Facility bear interest at a variable rate equal to either (i) the Adjusted LIBO Rate (as defined in the Revolving Credit Facility) plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); or (ii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points) which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the Revolving Credit Facility ranging from 9 to 22.5 basis points which is established based on the Company's then credit rating.

The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility) plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance, amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.

2.500% Senior Unsecured Notes Due 2031

On July 1, 2021, we issued $750.0 million aggregate principal amount of 2.500% senior notes due July 2031 (the 2.500% Senior Unsecured Notes). The 2.500% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2.500% Senior Unsecured Notes were issued net of original issue discount of $6.3 million and have an effective interest rate of approximately 2.6%. The original issue discount is being amortized by the effective interest method over the ten-year term of the notes. The 2.500% Senior Unsecured Notes are redeemable prior to April 1, 2031 at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus the present value of remaining scheduled payments of principal and interest from the applicable redemption date to April 1, 2031, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points. The 2.500% Senior Unsecured Notes are redeemable on or after April 1, 2031 at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 2.500% Senior Unsecured Notes at a purchase price equal to 101% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being repurchased, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The indenture governing the 2.500% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of default that, if any occurred, would permit or require the principal of and accrued interest on the 2.500% Senior Unsecured Notes to become or be declared due and payable.

Retirement of Debt

In connection with the issuance of the 2.500% Senior Unsecured notes, on July 1, 2021 we repaid all outstanding amounts under and terminated our $665.0 million term loan credit agreement (the Term Loan Facility). The Term Loan Facility was used to pay a portion of the purchase price for the Kosmos Acquisition and fees and expenses incurred in connection with the Kosmos Acquisition in March 2020. Additionally, on July 19, 2021, (the first business day following the redemption date), we redeemed and paid in full all outstanding amounts due under the $350.0 million aggregate principal amount of 4.500% senior notes (4.500% Senior Unsecured Notes) due August 2026, using proceeds from the 2.500% Senior Unsecured Notes, the Revolving Credit Facility and cash on hand. The 4.500% Senior Unsecured Notes redemption price included all of the outstanding principal and accrued interest through the redemption date of July 17, 2021, as well as an early termination premium of approximately $8.4 million. In connection with the termination and repayment of the Term Loan Facility and the redemption of the 4.500% Senior Unsecured Notes, we expensed approximately $6.1 million of related debt issuance costs in July 2021.

Subsequent Debt Amendment and Activity

In connection with the ConAgg Acquisition on April 22, 2022, we borrowed an additional $120 million from our Revolving Credit Facility.

Amended Revolving Credit Facility

On May 5, 2022, we amended the Revolving Credit Facility (such facility, as amended, the Amended Credit Facility) to, among other things, include a $200.0 million term loan facility (all proceeds borrowed thereunder, the New Term Loan), and establish the maturity date of the Amended Credit Facility (including with respect to the Revolving Credit Facility (which was continued in the Amended Credit

Facility with an extended maturity date) and the New Term Loan) as May 5, 2027. The Amended Credit Facility also replaced the LIBOR-based reference rate for any borrowings thereunder to a SOFR (secured overnight financing rate)-based rate such that outstanding loans under the Amended Credit Facility bear interest, at a variable rate equal to either (i) the adjusted term SOFR rate, plus 10 bps, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); (ii) in respect of any Revolving Loans (until such time as the then-existing Benchmark (as defined in the Amended Credit Facility) is replaced in accordance with the Amended Credit Facility), the adjusted daily simple SOFR rate, plus 10 bps, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating) or (iii) an Alternate Base Rate (as defined in the Amended Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Amended Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the Amended Credit Facility) in effect on any applicable day, plus ½ of 1%, and (c) the Adjusted Term SOFR (as defined in the Amended Credit Facility) for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points) which is established quarterly based on the Company's credit rating.

Additionally, the Amended Credit Facility contemplates additional uncommitted incremental capacity (which may take the form of term loans and/or revolving loans) in an amount not to exceed $375.0 million.

New Term Loan

On May 5, 2022, we borrowed the $200.0 million New Term Loan under the Amended Credit Facility, and used these proceeds to, among other things, pay down a portion of the Existing Revolving Loans (such paydown, the RCF Paydown). The New Term Loan requires quarterly principle payments of $2.5 million, with any unpaid amounts due upon maturity on May 5, 2027. At the Company’s option, principal amounts outstanding under the New Term Loan bear interest as set forth in the Amended Credit Facility (but not, for the avoidance of doubt, at a daily simple SOFR rate unless and until such time as the then-existing Benchmark (as defined in the Amended Credit Facility) is replaced in accordance with the Amended Credit Facility).

Outstanding Amounts Under Amended Credit Facility

As of the amendment date, in addition to the $200.0 million New Term Loan, and after giving effect to the RCF Paydown, there was approximately $156.0 million of Revolving Loans outstanding under the Amended Credit Facility, plus $5.0 million outstanding letters of credit, leaving us with $589.0 million of available revolving borrowings under the Amended Credit Facility. We are in compliance with all Financial Covenants at this time, therefore all $589.0 million is available for future borrowings.

Including the additional borrowings for the ConAgg Acquisition and the New Term Loan, our maturities of long-term debt during the next five fiscal years are as follows:

 

Fiscal Year

 

Amount

 

2023

 

$

7,500

 

2024

 

 

10,000

 

2025

 

 

10,000

 

2026

 

 

10,000

 

2027

 

 

10,000

 

Thereafter

 

 

1,058,500

 

Total

 

$

1,106,000