XML 27 R12.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Debt | 6 Months Ended
--- | ---
Jul. 31, 2022
Debt Disclosure [Abstract] |
Debt | Note 6: Debt Long-term debt consists of the following:
|  | July 31, 2022 |  |  | January 30, 2022 |
Senior secured notes |  | $ | 440,000 |  |  | $ | 440,000 |
Term loan |  |  | 850,000 |  |  |  | — |
Total debt outstanding |  |  | 1,290,000 |  |  |  | 440,000 |
Current portion |  |  | (8,500 | ) |  |  | — |
Original issue discount on term loan |  |  | (41,968 | ) |  |  | — |
Debt issuance costs |  |  | (19,854 | ) |  |  | (8,605 | )
Long-term debt |  | $ | 1,219,678 |  |  | $ | 431,395 |
In connection with the closing of the Main Event Acquisition on June 29, 2022, D&B Inc entered into a senior secured credit agreement, which refinanced the $500,000 existing revolving facility, extend ed the maturity date to June 29, 2027, and added a new term loan facility in the aggregate principal amount of $850,000, with a maturity date of June 29, 2029 (“Credit Facility”). The proceeds of the term loan, net of an original issue discount of $42,500 , were used to pay the consideration for the Acquisition. The revolving credit facility can expire before the stated maturity date if the aggregate outstanding principal amount of the Notes exceeds $100,000 ninety-one days prior to November 1, 2025. A portion of the revolving facility not to exceed $35,000 is available for the issuance of letters of credit. At the end of the second quarter of fiscal 2022, we had letters of credit outstanding of $8,605 and an unused commitment balance of $491,395 under the revolving facility. The Credit Facility may be increased through incremental facilities, by an amount equal to the greater of (i) $400,000 and (ii) 0.75 times trailing twelve-month Adjusted EBITDA, as defined, plus additional amounts subject to compliance with applicable leverage ratio and/or interest coverage ratio requirements. The Credit Facility is unconditionally guaranteed by D&B Holdings and certain of D&B Inc’s existing and future wholly owned material domestic subsidiaries. The interest rates per annum applicable to SOFR term loans are based on a defined SOFR rate (with a floor of 0.50%) plus an additional credit spread adjustment of 0.10%, plus a margin of 5.00%. The interest rates per annum applicable to SOFR revolving loans are based on the term loan SOFR rate, plus an additional credit spread adjustment of 0.10%, plus an initial margin of 4.75%. Unused commitments under the revolving facility incur initial commitment fees of 0.50%. After the Company’s third quarter of fiscal 2022, the margin for SOFR revolving loans are subject to a pricing grid based on net total leverage, ranging from 4.25% to 4.75 %, and commitment fees are subject to a pricing grid based on net total leverage, ran ging from 0.30% to 0.50%. During fiscal 2020, the Company issued $550,000 aggregate principal amount of 7.625% senior secured notes (the “Notes”). Interest on the Notes is payable in arrears on November 1 and May 1 of each year. The Notes mature on November 1, 2025, unless earlier redeemed, and are subject to the terms and conditions set forth in the related indenture. The Notes were issued by D&B Inc and are unconditionally guaranteed by D&B Holdings and certain of D&B Inc’s existing and future wholly owned material domestic subsidiaries. During fiscal 2021, the Company redeemed a total of $110,000 outstanding principal amount of the Notes, and paid prepayment premiums of $3,300, plus accrued and unpaid interest to the date of redemptions. The early redemptions of the Notes resulted in a loss on extinguishment of approximately $2,300 related to a proportional amount of unamortized issuance costs. Beginning October 27, 2022, the Company may elect to further redeem the Notes, in whole or in part, at certain specified redemption prices, plus accrued and unpaid interest, at the redemption date. Amortization of debt issuance costs and original issue discount was $1,636 and $2,595 for the thirteen and twenty-six weeks ended July 31, 2022, and $1,103 and $2,205 for the thirteen and twenty-six weeks ended August 1, 2021, respectively, and is included in “Interest expense, net” in the Consolidated Statements of Comprehensive Income. For the twenty-six weeks ended July 31, 2022, and August 1, 2021, respectively, the Company’s weighted average effective interest rate on our total debt facilities (before capitalized interest amounts) was 10.08% and 10.17 %, respectively. During the second quarter of fiscal 2022, the Company recognized a loss of $1,479 , related to the write off of unamortized debt issuance costs associated with exiting creditors of the refinanced revolving facility. Our debt agreements contain restrictive covenants that, among other things, place certain limitations on our ability to incur additional indebtedness, make loans or advances to subsidiaries and other entities, pay dividends, acquire other businesses or sell assets. The Credit Facility also requires the Company to maintain a maximum net total leverage ratio, as defined, as of the end of each fiscal quarter, beginning with the Company’s first full fiscal quarter after the Closing Date.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration