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Notes Payable and Long-Term Debt | 12 Months Ended
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Aug. 31, 2019
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, 2019 and 2018 are summarized below (in thousands):
| Maturity Date |  | August 31, 2019 |  | August 31, 2018
5.625% Senior Notes(1)(2) | Dec 15, 2020 |  | 398,886 |  |  | 397,995 |
4.700% Senior Notes(1)(2) | Sep 15, 2022 |  | 498,004 |  |  | 497,350 |
4.900% Senior Notes(1) | Jul 14, 2023 |  | 299,057 |  |  | 298,814 |
3.950% Senior Notes(1)(2)(3) | Jan 12, 2028 |  | 494,825 |  |  | 494,208 |
Borrowings under credit facilities(4)(5)(6) | Nov 8, 2022 and Aug 24, 2020 |  | — |  |  | — |
Borrowings under loans(4)(5) | Nov 8, 2022 and Aug 24, 2020 |  | 805,693 |  |  | 830,332 |
Total notes payable and long-term debt |  |  | 2,496,465 |  |  | 2,518,699 |
Less current installments of notes payable and long-term debt |  |  | 375,181 |  |  | 25,197 |
Notes payable and long-term debt, less current installments |  |  | $ | 2,121,284 |  |  | $ | 2,493,502 |
(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 fiscal year ended August 31, 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 to support the continued growth of the business. In addition, the revolving credit facility supports commercial paper outstanding, if any. 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, 2019, the interest rates on the 2017 Revolving Credit Facility ranged from 3.1% to 5.7% and the 2017 Term Loan Facility ranged from 3.5% to 3.9%. 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 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, 2019, the interest rates on the 2018 Revolving Credit Facility ranged from 3.1% to 3.4% and the 2018 Term Loan Facility ranged from 3.3% to 3.8%. 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, 2019, the Company has $2.6 billion, in available unused borrowing capacity under its revolving credit facilities.
(6) | On August 15, 2019, the Company entered into a commercial paper program with a borrowing capacity of up to $1.8 billion. The Company intends to use the net proceeds from the commercial paper to support more efficient financing terms. The revolving credit facility supports commercial paper outstanding, if any. As of August 31, 2019, no commercial paper had been issued.
In the ordinary course of business, the Company has letters of credit and surety bonds with banks and insurance companies outstanding of $119.1 million as of August 31, 2019. Unused letters of credit were $74.7 million as of August 31, 2019. Letters of credit and surety bonds are generally available for draw down in the event the Company does not perform. Debt Maturities Debt maturities as of August 31, 2019 are as follows (in thousands):
Fiscal Year Ended August 31, |
2020 | $ | 375,181 |
2021 | 441,858 |
2022 | 49,797 |
2023 | 1,134,613 |
2024 | 120 |
Thereafter | 494,896 |
Total | $ | 2,496,465 |
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, 2019 and 2018, the Company was in compliance with its debt covenants. Fair Value Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

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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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