Debt

3 Months Ended

May 31, 2023

9. Debt

The Company’s long-term debt instruments and balances outstanding for each of the periods presented (in thousands):


	As of
	May 31, 2023		February 28, 2023
Revolving Credit Facility	$	75,000	$	95,000

Term Loan B	1,030,250		1,030,250
Total debt, gross	$	1,105,250	$	1,125,250
Unamortized debt issuance costs	(64,409)		(67,130)


Long-term debt, net	$	1,040,841	$	1,058,120

2022 Credit Agreement and Term Loan B

On May 13, 2022, the Company entered into a new Credit Agreement (the "2022 Credit Agreement") by and among the Company, borrower, Citibank, N.A., as administrative and collateral agent, and the other agents and lender parties thereto the 2022 Credit Agreement. The 2022 Credit Agreement includes the following significant terms;

i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company;

i.provides for a maximum senior secured revolving credit facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;

i.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;

i.borrowings under the Term Loan B and the Revolving Credit Facility each bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 4.25%;

i.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions, and;

i.includes a maximum quarterly leverage ratio financial covenant with reporting requirements at each quarter-end;

The Company utilizes proceeds from the Revolving Credit Facility primarily to finance working capital needs, capital improvements, dividends, acquisitions and for general corporate purposes.

As defined in the credit agreement, quarterly prepayments will be made against the outstanding principal of the Term Loan B and are payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contribute to these required quarterly payments. Due to a prepayment of $240.0 million that the Company made on the Term Loan B during fiscal year 2023 in connection with the sale of the AIS business, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.

The effective interest rate for the Revolving Credit Facility and the Term Loan B was 9.07% at May 31, 2023.

The Company's credit agreement requires the Company to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 6.25 through November 2022. For each subsequent quarter, the maximum ratio decreases by 25 basis points through May 31, 2024, when the maximum Total Net Leverage Ratio reaches 4.5. The Company was required to maintain a Total Net Leverage Ratio as of May 31, 2023 of 5.5.

As of May 31, 2023, we had $1,105.3 million of floating- and fixed-rate notes outstanding with varying maturities through fiscal 2029 and we were in compliance with all of the covenants related to these outstanding borrowings. As of May 31, 2023, we had approximately $307.1 million of additional credit available for future draws or letters of credit.

The Company's debt agreements require the Company to maintain certain financial ratios. As of May 31, 2023, the Company was in compliance with all covenants or other requirements set forth in the debt agreements.

Letters of Credit

As of May 31, 2023, we had total outstanding letters of credit in the amount of $17.9 million. These letters of credit are issued for a number of reasons, but are most commonly issued in lieu of customer retention withholding payments covering warranty, performance periods and insurance collateral.