Debt

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

	June 30, 2024		June 30, 2023
7.0% Senior Notes due 2026	$	522,135	$	548,300
Senior secured credit facility	1,084,627		1,098,613
Other	9,845		7,076
Debt issuance costs and discounts, net of debt premiums	(12,312)		(16,033)
Total debt outstanding, net	1,604,295		1,637,956
Less: short-term debt (1)	12,488		10,713
Long-term debt	$	1,591,807	$	1,627,243

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(1) Balances as of June 30, 2024 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,492 and $3,526, respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of June 30, 2024, we were in compliance with all covenants in our debt contracts, including those under our Restated Credit Agreement and the indenture governing our 2026 Notes.

Senior Secured Credit Facility

On May 15, 2024, we amended our Restated Credit Agreement to refinance our Term Loan B, which consists of a tranche denominated in U.S. dollars ("USD Tranche") and a tranche denominated in Euros ("Euro Tranche"). The amendment refinanced the entire USD Tranche and the majority of the Euro Tranche as follows:

•reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.50% to Term SOFR plus 3.00%, and eliminated the credit spread adjustment for the USD Tranche, which was previously approximately 11 basis points, and

•increased the size of the new USD Tranche by $264,361, the proceeds of which were used to prepay €245,346 of the aggregate principal amount of the Euro Tranche.

After these changes, our Term Loan B consists of a USD Tranche with an aggregate principal amount of $1,037,498 and a Euro Tranche with an aggregate principal amount of €46,404. No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement, and the maturity date of the Term Loan B is still May 17, 2028. As a result of this refinancing transaction, we recognized a loss on extinguishment of debt amounting to $2,387, which consisted of a $2,236 non-cash write-off of unamortized debt discount and deferred financing fees associated with prepaying the Euro Tranche as well as an immaterial amount of third-party legal fees that were associated with the modification of our debt and were expensed as incurred.

Our Restated Credit Agreement consists of the following as of June 30, 2024:

•a $1,034,904 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50%) plus 3.00%,

•a €46,404 (U.S. dollar equivalent of $49,723) Euro Tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%, and

•a $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

◦Borrowings under the Revolving Credit Facility bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0%) plus 2.50% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter,

then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00.

As of June 30, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.77%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.35% to 0.45% depending on our First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt.

Senior Unsecured Notes

As of June 30, 2024, we have $522,135 in aggregate principal outstanding of our 2026 Notes, which are unsecured. We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date. During the year ended June 30, 2024, we purchased an aggregate principal amount of $26,165 for a purchase price of $24,471, as well as the related settlement of unpaid interest, and we recognized gains on the extinguishment of debt of $1,721.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of June 30, 2024 and June 30, 2023, we had $9,845 and $7,076, respectively, outstanding for those obligations that are payable through September 2027.