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Long-Term Debt, Net
7 Months Ended
Jul. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt, Net

8. Long-Term Debt, Net

Our long-term debt consisted of the following:

 

(In thousands)

July 30,
2022

 

 

January 29,
2022

 

 

July 31,
2021

 

2025 Notes principal

$

69,601

 

 

$

412,025

 

 

$

412,025

 

Less: unamortized discount

 

779

 

 

 

71,023

 

 

 

80,345

 

2025 Notes, net

$

68,822

 

 

$

341,002

 

 

$

331,680

 

Credit Facility borrowings

 

307,700

 

 

 

 

 

 

 

Total long-term debt, net

$

376,522

 

 

$

341,002

 

 

$

331,680

 

 

 

 

 

 

 

 

 

 

2025 Notes - equity portion, net of tax

 

 

 

 

58,454

 

 

 

58,454

 

 

2025 Notes

In April 2020, the Company issued $415 million aggregate principal amount of 2025 Notes in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The 2025 Notes have a stated interest rate of 3.75%, payable semi-annually. The Company may redeem the 2025 Notes, in whole or in part, at any time beginning April 17, 2023. The Company used the net proceeds from the issuance for general corporate purposes.

The Company does not have the right to redeem the 2025 Notes prior to April 17, 2023. On or after April 17, 2023 and prior to the fortieth scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Notes, at its option, for cash, if the last reported sale price of the Company'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 120.9 shares of the Company's common stock per $1,000 principal amount of the notes, equivalent to a conversion price of approximately $8.27 per share.

Note Exchange

In June 2022, the Company entered into separate privately negotiated exchange agreements with certain holders of the 2025 Notes, to exchange $342.4 million in aggregate principal amount of the 2025 Notes for a combination of cash and shares of the Company's common stock, plus payment for accrued and unpaid interest (the "Note Exchange").

The Company paid cash of $136.1 million to redeem the principal amount of the 2025 Notes with a carrying value of $339.2 million and issued approximately 34.7 million shares of the Company's common stock. In connection with these transactions, the Company recognized a pre-tax inducement charge of approximately $55.7 million during the 13 weeks ended July 30, 2022, which was recorded within debt related charges on the Consolidated Statements of Operations. Following the Note Exchange, approximately $69.6 million aggregate principal amount of the 2025 Notes remained outstanding at July 30, 2022.

The effective interest rate for the 2025 Notes is 4.3% and we calculated the effective yield using a market approach. The remaining amortization period of the discount was 2.75 years as of July 30, 2022.

Interest expense for the 2025 Notes was:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(In thousands)

July 30,
2022

 

July 31,
2021

 

 

July 30,
2022

 

July 31,
2021

 

Accrued interest for interest payments

$

2,008

 

$

3,815

 

 

$

5,914

 

$

7,749

 

Amortization of discount

 

255

 

 

4,956

 

 

 

782

 

 

9,384

 

Total interest expense

$

2,263

 

$

8,771

 

 

$

6,696

 

$

17,133

 

 

Refer to Note 2 and Note 5 to the Consolidated Financial Statements for additional information regarding the impact of the adoption of ASU 2020-06.

The following table discloses conversion amounts if the 2025 Notes were all converted as of the end of the period:

 

(In thousands, except per share amounts)

July 30,
2022

 

Number of shares convertible

 

8,418

 

Conversion price per share

$

8.27

 

Value in excess of principal if converted

$

36,870

 

Revolving Credit Facility

In June 2022, the Company entered into the amended and restated Credit Agreement which provides senior secured asset-based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations pursuant to the Credit Facility. The Credit Facility expires on June 24, 2027. Before amendment and restatement, the Company's previous credit agreement that provided senior secured asset-based revolving credit for loans and letters of credit up to $400 million and was scheduled to expire on January 30, 2024.

All obligations under the Credit Facility are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by certain assets of the Company and certain subsidiaries.

As of July 30, 2022, the Company was in compliance with the terms of the Credit Agreement and had $307.7 million in outstanding borrowings and $7.9 million outstanding in stand-by letters of credit. No loans were outstanding under the Company's previous credit agreement as of July 31, 2021.

Borrowings under the Credit Facility accrue interest at the election of the Company at an adjusted secured overnight financing rate ("SOFR") rate of SOFR plus 0.10% plus an applicable margin (ranging from 1.125% to 1.375%) or an alternate base rate plus an applicable margin (ranging from 0.125% to 0.375%), with each such applicable margin being based on average borrowing availability under the Credit Facility. Interest is payable quarterly and at the end of each applicable interest period. The weighted average interest rate for borrowings during the 13 weeks ended July 30, 2022 was 2.7%. The total interest expense related to the Credit Facility for both the 13 and 26 weeks ended July 30, 2022 was $1.0 million.