Debt, Derivatives and Hedging Activities

6 Months Ended

Nov. 30, 2019

Debt, Derivatives and Hedging Activities

Cintas' outstanding debt is summarized as follows:



(In thousands)	Interest Rate			Fiscal Year Issued	Fiscal Year Maturity	November 30, 2019			May 31, 2019

Debt due within one year
Commercial paper	2.68	%	⁽¹⁾	2019	2020	$	—		$	112,500
Term loan	2.44	%	⁽²⁾	2019	2020	200,000			200,000
Debt issuance costs						(212		)	(236		)
Total debt due within one year						$	199,788		$	312,264

Debt due after one year
Senior notes	4.30	%		2012	2022	$	250,000		$	250,000
Senior notes	2.90	%		2017	2022	650,000			650,000
Senior notes	3.25	%		2013	2023	300,000			300,000
Senior notes ⁽³⁾	2.78	%		2013	2023	51,467			51,684
Senior notes ⁽⁴⁾	3.11	%		2015	2025	51,805			51,973
Senior notes	3.70	%		2017	2027	1,000,000			1,000,000
Senior notes	6.15	%		2007	2037	250,000			250,000
Debt issuance costs						(14,666		)	(16,150		)
Total debt due after one year						$	2,538,606		$	2,537,507


⁽¹⁾	Variable rate debt instrument. The rate presented is the variable borrowing rate at May 31, 2019


⁽²⁾	Variable rate debt instrument. The rate presented is the variable borrowing rate at November 30, 2019.


⁽³⁾	Cintas assumed these senior notes with the acquisition of G&K Services, Inc. (G&K) in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.


⁽⁴⁾	Cintas assumed these senior notes with the acquisition of G&K in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%.

Cintas' senior notes, excluding the G&K senior notes assumed with the acquisition of G&K in fiscal 2017 and term loan, are recorded at cost, net of debt issuance costs. The fair value of the long-term debt is estimated using Level 2 inputs based on general market prices. The carrying value and fair value of Cintas' debt as of November 30, 2019 were $2,750.0 million and $2,954.3 million, respectively, and as of May 31, 2019 were $2,866.2 million and $2,998.7 million, respectively. During the six months ended November 30, 2019, Cintas paid a net total of $112.5 million of commercial paper.

The credit agreement that supports our commercial paper program was amended and restated on May 24, 2019. The amendment increased the capacity of the revolving credit facility from $600.0 million to $1.0 billion and created a new term loan of $200.0 million. The credit agreement has an accordion feature that provides Cintas the ability to request increases to the borrowing commitments under either the revolving credit facility or the term loan of up to $250.0 million in the aggregate, subject to customary conditions. The maturity date of the revolving credit facility is May 23, 2024, and the maturity date of the term loan in May 23, 2020, which can be extended 12 months, annually, for up to four years. As of November 30, 2019, there was no commercial paper outstanding and no borrowings on our revolving credit facility. As of May 31, 2019, there was $112.5 million of commercial paper outstanding with maturity dates less than 30 days and with a weighted average interest rate of 2.68% and no borrowings on our revolving credit facility.

Cintas uses interest rate locks to manage our overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2012, fiscal 2013 and fiscal 2017. The amortization of the cash flow hedges resulted in a decrease to other comprehensive income of $0.4 million and $0.3 million for the three months ended November 30, 2019 and 2018, respectively. For the six months ended November 30, 2019 and 2018, the amortization of the cash flow hedges resulted in a decrease

to other comprehensive income of $0.7 million and $0.6 million, respectively. During the three months ended November 30, 2019, Cintas entered into interest rate lock agreements with a notional value of $700.0 million for a forecasted debt issuance. As of November 30, 2019, the fair values of these interest rate locks were an asset of $12.2 million and were recorded in other assets, net and in other comprehensive income, net of tax. During fiscal 2019, Cintas entered into interest rate lock agreements with a notional value of $500.0 million for a forecasted debt issuance. As of November 30, 2019 and May 31, 2019, the fair values of these interest rate locks were a liability of $58.3 million and $36.4 million, respectively and were recorded in long-term accrued liabilities and in other comprehensive income, net of tax. These interest rate locks had no impact on net income or cash flows from continuing operations for the three and six months ended November 30, 2019 or 2018.

Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. As of November 30, 2019, Cintas was in compliance with all debt covenants.