Debt

9 Months Ended

Mar. 31, 2021

Debt


	March 31, 2021		June 30, 2020
7.0% Senior unsecured notes due 2026	$	600,000	$	600,000
Senior secured credit facility	471,500		570,483
12.0% Second lien notes due 2025	300,000		300,000
Other	12,629		11,694
Debt issuance costs and debt premiums (discounts)	(42,883)		(48,587)
Total debt outstanding, net	1,341,246		1,433,590
Less: short-term debt (1)	9,012		17,933
Long-term debt	$	1,332,234	$	1,415,657

_____________________

(1) Balances as of March 31, 2021 and June 30, 2020 are inclusive of short-term debt issuance costs, debt premiums and discounts of $10,932 and $10,362, respectively.

Our Debt

Our various debt arrangements described below contain customary representations, warranties and events of default. As of March 31, 2021, we were in compliance with all financial and other covenants under the amended credit agreement (which have been reinstated with modified terms, as described below), the indenture governing our 2026 Notes, and the indenture governing our Second Lien Notes.

Senior Secured Credit Facility

On April 28, 2020, we entered into an amendment to our senior secured credit agreement to suspend our pre-existing maintenance covenants, including the total and senior secured leverage covenants and interest coverage ratio covenant, until the earlier of the date on which we published our financial results for the quarter ending December 31, 2021 and the date on which we elected to exit the Covenant Suspension Period. On February 16, 2021, we elected to end the Covenant Suspension Period early, and amended our financial maintenance covenants through and including the quarter ending September 30, 2022. A summary of these changes are as follows:

•Maximum Leverage Ratio of Consolidated Total Indebtedness to Consolidated EBITDA for the four trailing fiscal quarters of 5.25 to 1.00 during the period from February 16, 2021 through and including September 30, 2022 (the “Covenant Adjustment Period”) and 4.75 to 1.00 following the Covenant Adjustment Period

•Maximum Senior Secured Leverage Ratio of Consolidated Senior Secured Indebtedness to Consolidated EBITDA for the four trailing fiscal quarters of 3.00 to 1.00 during the Covenant Adjustment Period and 3.25 to 1.00 following the Covenant Adjustment Period

•Minimum Interest Coverage Ratio of Consolidated EBITDA to Consolidated Interest Expense to the extent paid in cash, in each case for the four trailing fiscal quarters, of 3.00 to 1.00, but if Cimpress repays in full its 12.0% Senior Secured Notes Due 2025, then the calculation of Consolidated Interest Expense excludes all cash interest expense in respect of such Second Lien Notes incurred in the fiscal quarter during which the Second Lien Notes are repaid as well as the three preceding fiscal quarters

In addition, the February 2021 amendment modified several of the negative covenants that limit certain activities and actions of our business, including but not limited to removing most of the more restrictive limitations on investments, acquisitions, and restricted payments that were in place during the Covenant Suspension Period.

The maturity date was not changed as part of the February 2021 amendment and remains in November 2024, but will reset to February 2025 upon redemption of our senior secured notes. Additionally, the capacity of our senior secured credit facility was not changed and includes an $850,000 revolver and $142,500 term loan.

As of March 31, 2021, we have drawn commitments under the credit facility of $471,500 as follows:

•Revolving loans of $329,000 with a maturity date of November 15, 2024

•Term loans of $142,500 amortizing over the loan period, with a final maturity date of November 15, 2024

As of March 31, 2021, the weighted-average interest rate on outstanding borrowings was 5.41%, inclusive of interest rate swap rates. We are also required to pay a commitment fee on unused balances of 0.35% to 0.50% depending on our total leverage ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our outstanding debt as of March 31, 2021.

Second Lien Notes

On May 1, 2020, we completed a private placement of $300,000 in aggregate principal of 12% second lien notes due 2025 (the "Second Lien Notes") and warrants to funds managed by affiliates of Apollo Global Management, Inc. (the "Apollo Funds"). These Second Lien Notes and warrants were issued at a discount of $6,000, resulting in net proceeds of $294,000. We used the proceeds to pay down a portion of the term loans under our senior secured credit facility and to pay fees and expenses incurred in connection with the financing and the above-described amendment.

The Second Lien Notes bear interest at 12% per annum, 50% of which can be paid-in-kind at our option, and mature on May 15, 2025. We may prepay the Second Lien Notes in whole or in part after the first anniversary with a 3% premium, after the second anniversary with a 1% premium, and after the third anniversary with no premium with proceeds from certain debt financings. We intend to prepay the Second Lien Notes on the first call date in May 2021.

Each of Cimpress subsidiaries that guarantees our obligations under our senior secured credit agreement guarantees the Second Lien Notes. The Second Lien Notes and the guarantees thereof rank equal in right of payment with existing and future senior indebtedness of Cimpress, including Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement, and are secured by the same assets securing Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement on a second lien basis subject to limited exceptions and the terms of the intercreditor agreement among Cimpress, the subsidiary guarantors, JPMorgan Chase Bank, N.A. as administrative agent under the senior secured credit agreement, and U.S. Bank National Association as collateral agent under the indenture for the Second Lien Notes.

The Apollo Funds also received 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875% of our outstanding diluted ordinary shares at the time of issuance. Based on the terms of the purchase agreement, the two instruments exist separately and should be treated as separate securities; therefore the warrants are considered to be detachable.

The warrants have an exercise price of $60 per share, representing an approximately 17% premium to the 10-day volume weighted average price of our shares as of April 28, 2020. The warrants are classified as equity as they are strictly redeemable in our own shares, and they may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.

Senior Unsecured Notes

We have issued $600,000 in aggregate principal of 7.0% senior unsecured notes due 2026 (the "2026 Notes"). We have the right to redeem, at any time prior to June 15, 2021, some or all of the 2026 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the indenture, plus accrued and unpaid interest to, but not including, the redemption date. In addition, we have the right to redeem, at any time prior to June 15, 2021, up to 40% of the aggregate outstanding principal amount of the 2026 Notes at a redemption price equal to 107% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after June 15, 2021, we may redeem some or all of the 2026 Notes at the redemption prices specified in the indenture, plus accrued and unpaid interest to, but not including, the redemption date.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2021 and June 30, 2020, we had $12,629 and $11,694, respectively, outstanding for those obligations that are payable through January 2026.