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Debt
12 Months Ended
Jun. 30, 2020
Debt  
Debt

6.   Debt

Term Loans and Revolving Credit Facilities

In June 2017, we entered into a new credit agreement (the “Credit Agreement”). Under the Credit Agreement, lenders extended credit to us in the form of a Term A loan, with an aggregate principal amount of  $250,000 (the “Term A Loan”)  and a revolving credit facility, with an aggregate principal amount  of $250,000 (the “Revolver,” and together with the Term A Loan, the “Credit Facilities”). We used the proceeds from the Credit Facilities to repay all debt outstanding under the previous credit facilities as of the closing date and to pay fees and expenses of the transaction.

Borrowings under the Credit Facilities bear interest at rates based on the ratio of the Company and its subsidiaries’ net consolidated first lien indebtedness  to the Company  and its subsidiaries’ consolidated EBITDA  (the “First  Lien Net Leverage Ratio”). The interest rate per annum applicable to the loans under the Credit Facilities is based on a fluctuating  rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either (1) a Eurodollar rate determined  by reference to LIBOR with a term as selected by the Company,  or (2) a base rate determined  by reference to the highest of  (a) the rate as publicly announced from time to time by Bank of America as its “prime rate,” (b) the federal funds effective rate plus 0.50% and (c) the LIBOR daily floating rate plus 1.00%.

In the case of LIBOR and Eurodollar rate loans, if the First Lien Net Leverage Ratio is (i) equal to or greater than 3.00:1.00; (ii) less than 3.00:1.00 but greater than or equal to 2.25:1.00; or, (iii) less than 2.25:1.00, the Credit Facilities have applicable rates equal to 2.00%; 1.75%; and, 1.50%, respectively. In the case of base rate loans, if the First Lien Net Leverage Ratio is (i) equal to or greater than 3.00:1.00; (ii) less than 3.00:1.00 but greater than or equal to 2.25:1.00; or, (iii) less than 2.25:1.00, the Credit Facilities have applicable rates equal to 1.00%; 0.75%; and, 0.50%, respectively.

Pursuant to the terms of the Credit Agreement, the Credit Facilities are subject to various covenants that, among other things and subject to the permitted  exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional  redemptions  of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary  course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee  obligations;  provided, however, that we are permitted  to pay distributions to stockholders out of available cash subject to certain annual limitations  and so long as no default or event of default under the Credit Facilities shall have occurred and be continuing  at the time such distribution is declared. Indebtedness under the Credit Facilities is collateralized by a first priority lien on substantially  all assets of Phibro and certain of our domestic subsidiaries. The Credit Agreement contains an acceleration clause should an event of default (as defined in the agreement) occur. The Credit Facilities mature on June 29, 2022.

The Credit Agreement requires, among other things, compliance with financial covenants that permit: (i) a maximum First Lien Net Leverage Ratio of 4.00:1.00 and, (ii) a minimum interest coverage ratio of 3.00:1.00, each calculated on a trailing four-quarter basis. As of June 30, 2020, we were in compliance with the financial covenants.

As of June 30, 2020, we had $169,000 in borrowings  under the Revolver and had outstanding letters of credit of $2,709, leaving $78,291 available for borrowings  and letters of credit under the Revolver. We obtain  letters of credit in connection  with certain regulatory  and insurance obligations, inventory purchases and other contractual obligations. The terms of these letters of credit are all less than one year.

In July 2017, we entered into an interest rate swap agreement on $150,000 of notional  principal that effectively converts the floating LIBOR portion of our interest obligation  on that amount of debt to a fixed interest rate of 1.8325% plus the applicable rate. The agreement matures concurrently with the Credit Agreement. We designated the interest rate swap as a highly effective cash flow hedge. For additional details, see “—Derivatives.”

In March 2020, we entered into an interest rate swap agreement on an additional $150,000 of notional principal that effectively converts the floating LIBOR portion of our interest obligation on that amount of debt to a fixed rate of 0.62% plus the applicable rate. On the maturity of the July 2017 agreement, this agreement increases to a notional principal amount of $300,000 through June 30, 2025, and effectively converts the floating LIBOR portion of our interest obligation on $300,000 of debt to a fixed interest rate of 0.620% plus the applicable rate. We designated the interest rate swaps as highly effective cash flow hedges. For additional details, see "-Derivatives."

As of June 30, 2020, the interest rates for the Revolver and the Term A Loan were 2.14% and 3.20%, respectively. The weighted-average  interest rates for the Revolver were 3.17% and 3.86% for the years ended June 30, 2020 and 2019, respectively. The weighted-average  interest rates for the Term A Loan were 3.38% and 3.52% for the years ended June 30, 2020 and 2019, respectively.

Foreign Credit Facilities

Our Israel subsidiaries have aggregate credit facilities available of approximately $14,000 (the “Israel Credit Facilities”). As of June 30, 2020, we had no outstanding borrowings  or other commitments outstanding under the Israel Credit Facilities. Interest rate elections under the Israel Credit Facilities are LIBOR plus 2.25% or Prime Rate plus 0.50%. The Israel Credit Facilities mature in October 2020 and May 2021.

Long-Term Debt

 

 

 

 

 

 

 

 

As of June

 

2020

 

2019

Term A Loan due June 2022

 

$

218,750

 

$

231,250

Other

 

 

 —

 

 

40

 

 

 

218,750

 

 

231,290

Unamortized debt issuance costs

 

 

(743)

 

 

(1,115)

 

 

 

218,007

 

 

230,175

Less:  current maturities

 

 

(18,750)

 

 

(12,540)

 

 

$

199,257

 

$

217,635

 

Aggregate Maturities of Long-Term Debt

 

 

 

 

 

For the Year Ended June 30

    

 

 

2021

 

 

18,750

2022

 

 

200,000

Total

 

$

218,750