As of June 30, 2023 and September 30, 2022, we had the following long-term debt obligations:


(in thousands)	June 30, 2023			September 30, 2022
4.000% Senior notes due 2028	$	500,000		$	500,000
3.625% Senior notes due 2025		500,000			500,000
Credit facility revolving line(1)(2)		245,000			359,000
Credit facility term loan(1)(2)		500,000			—
Total debt		1,745,000			1,359,000
Unamortized debt issuance costs for the senior notes(3)		(6,759	)		(8,372	)
Total debt, net of issuance costs	$	1,738,241		$	1,350,628

(1)

Unamortized debt issuance costs related to the credit facility were $2.3 million included in Other current assets and $8.1 million included in Other assets on the Consolidated Balance Sheet as of June 30, 2023 and $2.7 million included in Other assets on the Consolidated Balance Sheet as of September 30, 2022.

(2)

Both the revolving line and the term loan will mature and all amounts then outstanding will become due and payable on January 3, 2028, unless the 2025 notes have not been refinanced to mature on or after April 3, 2028, in which case the amounts will become due on November 16, 2024. The term loan will begin amortizing in March 2024, with payments of $9.4 million in 2024, $21.9 million in 2025, and $25.0 million in each year thereafter.

(3)

Unamortized debt issuance costs for the senior notes are included in Long-term debt on the Consolidated Balance Sheets.

In February 2020, we issued $500 million in aggregate principal amount of 4.0% senior, unsecured long-term debt at par value, due in 2028 (the 2028 notes) and $500 million in aggregate principal amount of 3.625% senior, unsecured long-term debt at par value, due in 2025 (the 2025 notes).

As of June 30, 2023, the total estimated fair value of the 2028 and 2025 notes was approximately $463.8 million and $482.7 million, respectively, based on quoted prices for the notes on that date.

We were in compliance with all the covenants for all our senior notes as of June 30, 2023.

In January 2023, we entered into an amended and restated credit agreement for a new secured multi-currency bank credit facility with a syndicate of banks. Pursuant to the agreement, all prior revolving commitments under the prior credit agreement were replaced with the revolving commitments under the new credit facility. The new credit facility consists of (i) a $1.25 billion revolving credit facility, (ii) a $500 million term loan credit facility, and (iii) an incremental facility pursuant to which we may incur additional term loan tranches or increase the revolving credit facility. As of June 30, 2023, unused commitments under our credit facility were approximately $1,005 million.

As of June 30, 2023, the fair value of our credit facility approximates its book value.

PTC and certain eligible foreign subsidiaries are eligible borrowers under the credit facility. Any borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic subsidiaries that become parties to the subsidiary guaranty, if any. As of the filing of this Form 10-Q, ServiceMax, Inc. was the only subsidiary guarantor. Any borrowings by eligible foreign subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors and secured, subject to exceptions, by a first priority perfected security interest in substantially all existing and after-acquired personal property owned by PTC and its material domestic subsidiaries (except for certain indirect material domestic subsidiaries). As of the filing of this Form 10-Q, no funds were borrowed by an eligible foreign subsidiary borrower.

Loans under the credit facility bear interest at variable rates that reset every 30 to 180 days depending on the base rate (for USD borrowings, either the adjusted Daily Simple RFR or adjusted Term SOFR) and period selected by us. The spread over the base rate depends on our total leverage ratio. As

of June 30, 2023, the annual rate for borrowings outstanding was 6.93%. A quarterly revolving commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.175% to 0.325% per annum, based upon our total leverage ratio.

The credit facility limits our ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; pay dividends and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC Inc. and its material domestic subsidiaries may not invest cash or property in, or loan amounts to, PTC’s foreign subsidiaries in aggregate amounts exceeding $100 million for purposes other than acquisitions of businesses. The credit facility also requires that we maintain certain financial ratios.

As of June 30, 2023, we were in compliance with all financial and operating covenants of the credit facility.

In the first nine months of 2023, we incurred $13.4 million in financing costs in connection with the January 2023 credit facility and related arrangements, of which $4.2 million (related to a since-extinguished bridge loan) was expensed in the period and $9.2 million is recorded as deferred debt issuance costs and included in Other assets and Other current assets on the Consolidated Balance Sheet. Deferred debt issuance costs are expensed over the term of the obligations.

In the third quarter and first nine months of 2023, we incurred interest expense on our debt of $35.8 million and $93.7 million, respectively, and $13.8 million and $39.0 million in the third quarter and first nine months of 2022, respectively. Interest expense in the three and nine months ended June 30, 2023 includes $10.0 million and $20.0 million, respectively, of interest associated with the $620.0 million fair value of a $650.0 million deferred acquisition payment related to the ServiceMax acquisition. In the third quarter and first nine months of 2023, we paid $22.6 million and $51.9 million of interest on our debt, respectively, and $2.1 million and $25.9 million in the third quarter and first nine months of 2022, respectively. The average interest rate on borrowings outstanding was approximately 5.2% and 4.8% during the third quarter and first nine months of 2023, respectively, and 3.4% and 3.3% during the third quarter and first nine months of 2022, respectively.