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Debt | 12 Months Ended
--- | ---
Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Long-term debt consisted of the following (dollars in thousands):
|  |  |  | As of June 30, 2025 |  | June 30, 2024
|  | Maturity Date |  | Stated Interest Rate |  | Effective Interest Rate |  | Outstanding Balance |  | Outstanding Balance
Term Loan |  | December 2026 |  | 5.68% |  | 5.99% |  | $ | 1,071,875 |  |  | $ | 1,133,125 |
Revolving Facility |  | December 2026 |  | 5.68% - 7.75% |  | 5.99% |  | 124,500 |  |  | 415,000 |
Term Loan B Facility |  | October 2031 |  | 6.08% |  | 6.69% |  | 746,250 |  |  | — |
2033 Notes |  | June 2033 |  | 6.38% |  | 6.58% |  | 1,000,000 |  |  | — |
Principal amount of long-term debt |  |  |  |  |  |  |  | 2,942,625 |  |  | 1,548,125 |
Less unamortized debt issuance costs |  |  |  |  |  |  |  | (24,685) |  |  | (5,488) |
Total long-term debt |  |  |  |  |  |  |  | 2,917,940 |  |  | 1,542,637 |
Less current portion |  |  |  |  |  |  |  | (68,750) |  |  | (61,250) |
Long-term debt, net of current portion |  |  |  |  |  |  |  | $ | 2,849,190 |  |  | $ | 1,481,387 |
Credit Facility Agreement The Company has a $3,200.0 million credit facility (the Credit Facility), which consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan (the Term Loan). The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,975.0 million and has sub-facilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit. The Credit Facility has an accordion feature that may provide additional borrowings. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility. The Term Loan is a five-year secured facility, under which principal payments are due in quarterly installments of $15.3 million until the balance is due in full at maturity. The interest rates applicable to the loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Secured Overnight Financing Rate (SOFR) rate, plus in each case, an applicable margin based upon the Company’s consolidated total net leverage ratio. The Credit Facility requires the Company to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest coverage ratio. The Credit Facility includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility. As of June 30, 2025, the Company was in compliance with all of the financial covenants. A majority of the Company’s assets serve as collateral under the Credit Facility. The Credit Facility includes cross-default provisions with our other debt instruments. Term Loan B Facility On October 30, 2024, to provide additional financial flexibility for the Company in connection with the Azure Summit acquisition, the Company completed a senior secured Term Loan B Facility in an aggregate principal amount of $750.0 million. The Term Loan B Facility is a seven-year facility, under which principal payments are due in quarterly installments of $1.9 million from March 2025 until the balance is due in full at maturity. The interest rates applicable to the loans under the Term Loan B Facility are floating interest rates that, at the Company’s option, equal a base rate or a SOFR rate, plus in each case, an applicable margin. The Term Loan B Facility requires the Company to comply with certain customary negative covenants that restrict or limit our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or other investments, transfer or dispose of assets, declare dividends, redeem or repurchase capital stock or make other distributions in respect of capital stock, prepay certain subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case, except as expressly permitted under the Term Loan B Facility. The Term Loan B Facility includes cross-default provisions with our other debt instruments. 2033 Senior Unsecured Notes On June 2, 2025, CACI issued 6.375% fixed-rate unsecured senior notes with an aggregate principal amount of $1,000.0 million (the “2033 Notes”). Net proceeds of $989.8 million were received as a result of the issuance after withheld underwriter fees, which are amortized and recorded as interest expense over the term of the 2033 Notes. All of the net proceeds were used to repay outstanding borrowings under the Revolving Facility. Interest is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2025. The principal is due in full at maturity. The 2033 Notes are subordinated to existing senior secured indebtedness, including the Credit Facility and Term Loan B Facility. Prior to June 15, 2028, the Company may redeem the 2033 Notes, in whole or in part, at a redemption price of the respective principal amount plus a make-whole premium and accrued and unpaid interest to the date of redemption. Prior to June 15, 2028, the Company may redeem up to 40% of the aggregate principal amount of the 2033 Notes with net cash proceeds of certain equity offerings of the Company at a redemption price of 106.375% of the respective principal amount plus accrued and unpaid interest to the date of redemption. On or after June 15, 2028, June 15, 2029, and June 15, 2030, and thereafter, the Company may redeem the 2033 Notes, in whole or in part, at a redemption price equal to 103.188%, 101.594%, and 100% of the related principal amount, respectively, plus accrued and unpaid interest to the date of redemption. Upon the occurrence of a change of control event accompanied by a ratings decline with respect to the 2033 Notes, each note holder may require the Company to repurchase the respective notes held, in whole or in part, at a redemption price of 101% of the related principal amount plus accrued and unpaid interest to the date of redemption. The 2033 Notes include certain covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, and enter into sale and leaseback transactions. The 2033 Notes includes cross-default provisions with our other debt instruments. All debt issuance costs are amortized using the effective interest rate over the life of the loan. The aggregate maturities of long-term debt as of June 30, 2025, are as follows (dollars in thousands):
Fiscal Year Ending June 30, |
2026 | $ | 68,750 |
2027 | 1,142,625 |
2028 | 7,500 |
2029 | 7,500 |
2030 | 7,500 |
Thereafter | 1,708,750 |
Principal amount of long-term debt | $ | 2,942,625 |
Cash Flow Hedges The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations. The Company has entered into several floating-to-fixed interest rate swap agreements for a total notional amount of $1,000.0 million, which hedge a portion of the Company’s floating rate indebtedness. Under these agreements, the Company pays a fixed rate and receives SOFR. As of June 30, 2025 and 2024, the weighted average fixed rates of the Company’s interest rate swaps were 2.93% and 2.86%, respectively. The counterparties to all swap agreements are financial institutions. The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense in a manner that matches the timing of the earnings impact of the hedge transactions. The effect of derivative instruments on the consolidated statements of operations and comprehensive income for the periods presented was as follows (dollars in thousands):
| Year Ended June 30,
| 2025 |  | 2024 |  | 2023
(Loss) gain recognized in other comprehensive income before reclassifications | $ | (943) |  |  | $ | 19,937 |  |  | $ | 30,874 |
Amounts reclassified to earnings from accumulated other comprehensive loss | (17,570) |  |  | (27,390) |  |  | (13,160) |
Net other comprehensive (loss) income | $ | (18,513) |  |  | $ | (7,453) |  |  | $ | 17,714 |

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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://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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