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Notes Payable and Long-Term Debt | 12 Months Ended
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Aug. 31, 2018
Debt Disclosure [Abstract] |
Notes Payable and Long-Term Debt | Notes Payable and Long-Term Debt Notes payable and long-term debt outstanding as of August 31, 2018 and 2017 are summarized below (in thousands):
| Maturity Date |  | August 31, 2018 |  | August 31, 2017
8.250% Senior Notes(1)(2)(3) | Mar 15, 2018 |  | $ | — |  |  | $ | 399,506 |
5.625% Senior Notes(1)(2) | Dec 15, 2020 |  | 397,995 |  |  | 397,104 |
4.700% Senior Notes(1)(2) | Sep 15, 2022 |  | 497,350 |  |  | 496,696 |
4.900% Senior Notes(1) | Jul 14, 2023 |  | 298,814 |  |  | 298,571 |
3.950% Senior Notes(1)(2)(3) | Jan 12, 2028 |  | 494,208 |  |  | — |
Borrowings under credit facilities(4)(5) | Nov 8, 2022 and Aug 24, 2020 |  | — |  |  | — |
Borrowings under loans(4)(5) | Nov 8, 2022 and Aug 24, 2020 |  | 830,332 |  |  | 458,395 |
Total notes payable and long-term debt |  |  | 2,518,699 |  |  | 2,050,272 |
Less current installments of notes payable and long-term debt |  |  | 25,197 |  |  | 444,255 |
Notes payable and long-term debt, less current installments |  |  | $ | 2,493,502 |  |  | $ | 1,606,017 |
(1) | The notes are carried at the principal amount of each note, less any unamortized discount and unamortized debt issuance costs.
(2) | The Senior Notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.
(3) | During the three months ended February 28, 2018, the Company issued $500.0 million of publicly registered 3.950% Senior Notes due 2028 (the "3.950% Senior Notes"). The net proceeds from the offering were used for general corporate purposes, including to redeem $400.0 million of the Company's outstanding 8.250% Senior Notes due 2018 and pay related costs and a "make-whole" premium.
(4) | On November 8, 2017, the Company entered into an amended and restated senior unsecured five-year credit agreement for additional working capital to support the continued growth of the business. The credit agreement provides for: (i) a Revolving Credit Facility in the initial amount of $1.8 billion, which may, subject to the lenders’ discretion, potentially be increased up to $2.3 billion ("the 2017 Revolving Credit Facility") and (ii) a $500.0 million Term Loan Facility ("the 2017 Term Loan Facility"), collectively “the 2017 Credit Facility.” The 2017 Credit Facility expires on November 8, 2022. The 2017 Revolving Credit Facility is subject to two whole or partial one-year extensions, at the lender’s discretion. Interest and fees on the 2017 Credit Facility advances are based on the Company's non-credit enhanced long-term senior unsecured debt rating as determined by Standard & Poor's Ratings Service, Moody's Investors Service and Fitch Ratings.
During the fiscal year ended August 31, 2018, the interest rates on the 2017 Revolving Credit Facility ranged from 2.4% to 5.2% and the 2017 Term Loan Facility ranged from 2.6% to 3.5%. Interest is charged at a rate equal to (a) for the 2017 Revolving Credit Facility, either 0.000% to 0.575% above the base rate or 0.975% to 1.575% above the Eurocurrency rate and (b) for the 2017 Term Loan Facility, either 0.125% to 0.875% above the base rate or 1.125% to 1.875% above the Eurocurrency rate. The base rate represents the greatest of: (i) Citibank, N.A.’s prime rate, (ii) 0.50% above the federal funds rate, and (iii) 1.0% above one-month LIBOR, but not less than zero. The Eurocurrency rate represents adjusted LIBOR or adjusted CDOR, as applicable, for the applicable interest period, but not less than zero. Fees include a facility fee based on the revolving credit commitments of the lenders and a letter of credit fee based on the amount of outstanding letters of credit.
(5) | On August 24, 2018, the Company entered into a senior unsecured two-year credit agreement for additional working capital to support the continued growth of the business. The credit agreement provides for: (i) a Revolving Credit Facility in the initial amount of $150.0 million ("the 2018 Revolving Credit Facility") and (ii) a $350.0 million Term Loan Facility ("the 2018 Term Loan Facility"), collectively “the 2018 Credit Facility.” The 2018 Credit Facility expires on August 24, 2020.
During the fiscal year ended August 31, 2018, no draws were made on the 2018 Revolving Credit Facility and $350.00 million was borrowed against the 2018 Term Loan Facility. During the fiscal year ended August 31, 2018 the interest rate on the 2018 Term Loan Facility was 3.1%. Interest is charged at a rate equal to (a) for the 2018 Revolving Credit Facility, either the base rate or 0.9750% above the Eurocurrency rate and (b) for the 2018 Term Loan Facility, either 0.125% above the base rate or 1.125% above the Eurocurrency rate. The base rate represents the greatest of: (i) Mizuho Bank, Ltd.’s prime rate, (ii) 0.50% above the federal funds rate, and (iii) 1.0% above one-month LIBOR, but not less than zero. The Eurocurrency rate represents adjusted LIBOR for the applicable interest period, but not less than zero. Fees include a facility fee based on the revolving credit commitments of the lenders. Additionally, the Company’s foreign subsidiaries had various additional credit facilities that finance their future growth and any corresponding working capital needs. As of August 31, 2018, the Company has $2.3 billion in available unused borrowing capacity under its revolving credit facilities. Debt Maturities Debt maturities as of August 31, 2018 are as follows (in thousands):
Fiscal Year Ended August 31, |
2019 | $ | 25,197 |
2020 | 374,369 |
2021 | 441,580 |
2022 | 49,806 |
2023 | 1,133,353 |
Thereafter | 494,394 |
Total | $ | 2,518,699 |
Debt Covenants Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the 2017 and 2018 Revolving Credit Facilities and the 4.900% Senior Notes contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 5.625%, 4.700%, 4.900% or 3.950% Senior Notes upon a change of control. As of August 31, 2018 and 2017, the Company was in compliance with its debt covenants. Fair Value The estimated fair values of the Company’s publicly traded debt, including the 5.625%, 4.700% and 3.950% Senior Notes, were approximately $415.7 million, $503.5 million and $476.0 million respectively, as of August 31, 2018. The fair value estimates are based upon observable market data (Level 2 criteria). The estimated fair value of the Company’s private debt, the 4.900% Senior Notes, was approximately $306.5 million, as of August 31, 2018. This fair value estimate is based on the Company’s indicative borrowing cost derived from discounted cash flows (Level 3 criteria). The carrying amounts of borrowings under credit facilities and under loans approximates fair value as interest rates on these instruments approximates current market rates.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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