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Debt and Borrowings
 12 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt and Borrowings
11.
DEBT AND BORROWINGS

Debt and borrowings consisted of the following:

 

 

Fiscal Year Ended June 30,

 

 

2025

 

 

2024

 

Revolving credit facility

 

$

450,500

 

 

$

475,000

 

Term loans

 

 

255,550

 

 

 

270,550

 

Less: Unamortized issuance costs

 

 

(1,844

)

 

 

(1,680

)

Other borrowings(1)

 

 

615

 

 

 

222

 

 

 

704,821

 

 

 

744,092

 

Short-term borrowings and current portion of long-term debt(2)

 

 

7,653

 

 

 

7,569

 

Long-term debt, less current portion

 

$

697,168

 

 

$

736,523

 

 

(1)
Includes $615 (2024: $222) of finance lease obligations.
(2)
Includes $153 (2024: $85) of short-term finance lease obligations.

Credit Agreement

On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement originally provided for senior secured financing of $1,100,000 in the aggregate, consisting of (1) $300,000 in aggregate principal amount of term loans (the “Term Loans”) and (2) an $800,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and was originally comprised of a $440,000 U.S. revolving credit facility and $360,000 global revolving credit facility) (the “Revolver”). Both the Revolver and the Term Loans mature on December 22, 2026. The Company’s obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.

The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023, 5.00:1.00 until December 31, 2024, and 4.25:1.00 thereafter. See below for a description of the Third Amendment and Fourth Amendment (each as defined below). Following the Fourth Amendment, the Company’s maximum consolidated secured leverage ratio under the Credit Agreement was 5.00:1.00 for the quarter ended June 30, 2025 and is 5.50:1.00 for the quarter ending September 30, 2025 and thereafter. Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00:1.00 and, through June 30, 2025, its minimum interest coverage ratio was 2.50:1.00.

From the date of the Second Amendment until the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% (“Term SOFR”) plus 2.5% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 1.5% per annum.

On May 5, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement. Pursuant to the Third Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 4.75:1.00 for the quarter ending June 30, 2025 through (and including) the quarter ending March 31, 2026, 4.50:1.00 for the quarter ending June 30, 2026, and 4.25:1.00 for the quarter ending September 30, 2026 and thereafter.

Commencing on the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) Term SOFR plus 3.00% per annum or (b) the Base Rate plus 2.00% per annum.

The Third Amendment also reduced the size of the Revolver from $800,000 to $700,000 in the aggregate, with the U.S. revolving credit facility reduced from $440,000 to $385,000 and the global revolving credit facility reduced from $360,000 to $315,000.

On September 11, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. Pursuant to the Fourth Amendment, (x) the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 for the quarter ending June 30, 2025 and 5.50:1.00 for the quarter ending September 30, 2025 and thereafter, (y) the Company’s minimum consolidated interest coverage ratio was amended to be 2.00:1.00 for the quarter ending September 30, 2025 and thereafter and (z) a covenant was added requiring the Company to maintain a minimum Consolidated EBITDA (as such term is defined in the Credit Agreement as amended by the Fourth Amendment) of (i) $17,000 for the quarter ending September 30, 2025 and (ii) $52,000 for the cumulative two quarters ending September 30, 2025 and on December 31, 2025. The aforementioned financial covenants use financial measures that are defined under the Credit Agreement and not pursuant to U.S. generally accepted accounting principles. Please refer to the Credit Agreement and amendments filed as exhibits to this Form 10-K for further information related to the calculation thereof.

Commencing on the date of the Fourth Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00% per annum or (b) the Base Rate plus 3.00% per annum.

The Fourth Amendment also reduced the size of the Revolver from $700,000 to $600,000 in the aggregate, with the U.S. revolving credit facility reduced from $385,000 to $330,000 and the global revolving credit facility reduced from $315,000 to $270,000.

Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 7.34%. The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its outstanding variable rate debt. As of June 30, 2025, the notional amount of the interest rate swaps was $400,000 with fixed rate payments of 6.12%. Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 6.44%. Additionally, the Credit Agreement contains a commitment fee of 0.25% per annum on the amount unused under the Credit Agreement.

As of June 30, 2025, there were $450,500 of loans under the Revolver, $255,550 of Term Loans, and $2,775 of letters of credit outstanding under the Credit Agreement. As of June 30, 2025, $246,725 was available under the Credit Agreement, subject to compliance with the financial covenants. As of June 30, 2025, the Company was in compliance with all associated covenants.

In connection with amendments to the Credit Agreement during the second quarter of fiscal year 2023, and the first quarter of fiscal 2024, the Company incurred debt issuance costs of approximately $5,841, of which $5,729 was deferred. Of the total deferred costs, $4,198 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the consolidated balance sheets, and $1,531 are being recorded as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement utilizing the effective interest rate method. In May 2025, the Company amended the credit agreement that decreased the borrowing capacity of the Revolver, resulting in write-off of $380 of previously capitalized deferred costs.

In connection with the Second Amendment to its Credit Agreement during the fourth quarter of fiscal year 2025, the Company incurred debt issuance costs of approximately $3,448, of which $3,413 was deferred. Of the total deferred costs, $2,476 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on our consolidated balance sheets, and $937 are being amortized on a straight-line basis, which approximates the effective interest method, as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement.

Maturities of all debt instruments, excluding unamortized issuance costs, at June 30, 2025, are as follows:

 

Due in Fiscal Year

 

Amount

 

2026

 

$

7,653

 

2027

 

 

698,692

 

2028

 

 

319

 

Total debt and borrowings

 

$

706,664

 

 

Interest paid during the fiscal years ended June 30, 2025, 2024 and 2023 amounted to $46,265, $52,456 and $41,698, respectively.