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Debt
12 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Debt
Debt
Revolving Credit Facilities
On May 2, 2016, the Company and certain of its subsidiaries, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of commercial banks and Bank of America, N.A acting as the administrative agent. The Credit Agreement provided for a $200,000 term loan facility (“the Term Loan”) and a $100,000 revolving credit facility (“Revolver”). In connection with the issuance of Term Loan, the Company incurred $8,026 of debt issuance costs, which were recorded as a direct reduction to long-term debt on the face of the consolidated balance sheets. The debt issuance costs were amortized to non-cash interest expense using the effective interest method over the term of the Term Loan.
On June 27, 2017, the Company amended the Credit Agreement to increase and extend the borrowing capacity of the Revolver to $400,000 expiring in June 2022 (“the Amended Credit Agreement”). In connection with the amendment, the Company also repaid the remaining principal and accrued and unpaid interest outstanding on the Term Loan using cash on hand. The Company evaluated the amended Credit Agreement under FASB ASC 470, Debt, and determined that the amendment represented a modification of the Credit Agreement. Accordingly, the remaining $6,522 in unamortized debt issuance costs at June 27, 2017, in addition to $591 in new fees paid to the syndicate of lenders in connection with the amendment, will be amortized to non-cash interest expense on a straight line basis over the new term of the Revolver. The Revolver remained undrawn at June 30, 2017, other than $5,897 of outstanding letters of credit.
Maturity
The Revolver has a five year maturity.
Interest Rates and Fees
Borrowings under the Revolver bear interest, at the Company’s option, at floating rates tied to LIBOR or the prime rate plus an applicable percentage. The applicable percentage has initially been set at LIBOR plus 1.375% and in future fiscal quarters will be established pursuant to a pricing grid based on the Company's total net leverage ratio.
In addition to interest on the aggregate outstanding principal amounts of any borrowings, the Company will also pay a quarterly commitment fee on the unutilized commitments under the Revolver, which fee has initially been set at 0.25% per annum and in future fiscal quarters will be established pursuant to a pricing grid based on the Company's total net leverage ratio. The Company will also pay customary letter of credit and agency fees.
Covenants and Events of Default
The Amended Credit Agreement provides for customary negative covenants. The Amended Credit Agreement also requires the Company to comply with certain financial covenants, including a quarterly minimum consolidated cash interest charge ratio test and a quarterly maximum consolidated total net leverage ratio test.
The Amended Credit Agreement also provides for customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the Amended Credit Agreement will be entitled to take various actions, including the termination of unutilized commitments, the acceleration of amounts outstanding under the Amended Credit Agreement and all actions permitted to be taken by a secured creditor. As of June 30, 2017, the Company was in compliance with all covenants and conditions under the Amended Credit Agreement.
Guarantees and Security
The Company's obligations under the Amended Credit Agreement are guaranteed by certain of its material domestic wholly-owned restricted subsidiaries (the “Guarantors”). The obligations of both the Company and the Guarantors are secured by a perfected security interest in substantially all of the assets of the Company and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the capital stock of substantially all of its domestic wholly-owned restricted subsidiaries and 65% of the capital stock of certain of its foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions.