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Long-Term Debt, Net
9 Months Ended
Oct. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt, Net

8.  Long-Term Debt, Net

Our long-term debt consisted of the following at each of October 31, 2020, February 1, 2020, and November 2, 2019:

 

 

October 31,

 

 

February 1,

 

 

November 2,

 

(In thousands)

2020

 

 

2020

 

 

2019

 

Convertible notes principal

$

415,025

 

 

$

 

 

$

 

Less: unamortized discount

 

(93,944

)

 

 

 

 

 

 

Convertible notes, net

$

321,081

 

 

$

 

 

$

 

Revolving credit facility borrowings

 

 

 

 

 

 

 

 

Total long-term debt, net

$

321,081

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Notes- Equity portion, net of tax

 

68,330

 

 

 

 

 

 

 

 

 

Convertible notes

 

In April 2020, the Company issued $415 million aggregate principal amount of convertible senior notes due in 2025 (the “Notes”) in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The Notes have a stated interest rate of 3.75%, payable semi-annually. The Company may redeem the Notes, in whole or in part, at any time beginning April 2023.  The Company used the net proceeds from the offering for general corporate purposes.

 

The Company does not have the right to redeem the Notes prior to April 17, 2023. On or after April 17, 2023 and prior to the 40th scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the Notes, at its option, for cash, if the last reported sale price of AEO’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. Beginning January 2025, noteholders may convert their Notes for approximately 114.3 shares of common stock per $1,000 principal amount of the Notes, equivalent to an initial conversion price of approximately $8.75 per share.

 

The Company has the right to settle conversions in any combination of cash and shares of common stock. However, the Company intends to settle the original principal portion of the Notes in cash and any conversion value above the principal in stock. Because of this repayment policy, only the conversion spread portion of the amount owed is reflected as dilutive in earnings per share.

 

The effective interest rate for the Notes is 10.0% and we calculated the effective yield using a market approach.  The remaining amortization period of the discount is 4.50 years.

 

Interest expense for the Notes was:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

October 31,

 

 

November 2,

 

 

October 31,

 

 

November 2,

 

(In thousands)

2020

 

 

2019

 

 

2020

 

 

2019

 

Cash interest expense

$

3,848

 

 

$

 

 

$

7,966

 

 

$

 

Amortization of discount

 

4,113

 

 

 

 

 

 

8,308

 

 

 

 

Total interest expense

$

7,961

 

 

$

 

 

$

16,274

 

 

$

 

 

The following table discloses conversion amounts if the Notes were all converted as of the end of the period:

 

(In thousands, except per share amounts)

October 31,

2020

 

Number of shares convertible

 

47,437

 

Conversion price per share

$

8.75

 

Value in excess of principal if converted

$

218,924

 

Revolving credit facilities

 

In January 2019, the Company entered into an amended and restated Credit Agreement (the “Credit Agreement”) for  five-year, syndicated, asset-based revolving credit facilities (the “Credit Facilities”). The Credit Agreement provides senior secured revolving credit for loans and letters of credit up to $400 million, subject to customary borrowing base limitations. The Credit Facilities expire on January 30, 2024.

 

All obligations under the Credit Facilities are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by a first-priority security interest in certain working capital assets of the borrowers and guarantors, consisting primarily of cash, receivables, inventory, and certain other assets and have been further secured by first-priority mortgages on certain real property.

 

As of October 31, 2020, the Company was in compliance with the terms of the Credit Agreement and has $7.9 million outstanding in stand-by letters of credit.  

 

The interest rate for borrowing under the Credit Facilities was one month LIBOR, plus an adjusted spread based on leverage as reflected in the Credit Facilities.  The weighted average interest rate for the 13 and 39 weeks ended October 31, 2020 was 0.34% and 1.79%.  The total interest expense for the 13 and 39 weeks ended October 31, 2020 was $0.1 million and $2.5 million, respectively.