Short-term Borrowings and Long-term Debt | 12. Short-term Borrowings and Long-Term Debt Details of long-term debt (which is reported at amortized cost) are as follows (dollars in thousands): September 30, 2017 2016 Interest Rates ABL facility $ $ — (i) Prime plus (0.25% to 0.50%) or; (ii) LIBOR plus (1.25% to 1.50%) Term loan B: Variable-rate tranche — LIBOR plus 2.50% Fixed-rate tranche — 4.500% Senior notes due Jun. 2022 — 5.750% Senior notes due Nov. 2023 5.500% Senior notes due Dec. 2025 5.625% ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ Plus: capital lease obligations Less: unamortized debt issuance costs, discount and premium, net ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ Less: current maturities ​ ​ ​ ​ ​ ​ ​ ​ ​ Total long-term debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ When used in this Annual Report, LIBOR means the London Interbank Offered Rate. Maturities of our long-term debt, excluding capital leases, are as follows at September 30, 2017 (in thousands): Twelve months ending September 30: 2018 $ 2019 2020 2021 2022 Thereafter ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In the fiscal year 2012, Sally Holdings and Sally Capital Inc. (collectively, the "Issuers" or "Borrowers"), both indirectly wholly-owned subsidiaries of the Company, issued $850.0 million aggregate principal amount of their senior notes due 2022, including $150.0 million of the aggregate principal amount issued at par plus a premium. Such premium was being amortized over the term of the notes using the effective interest method. The net proceeds from these debt issuances were used to retire outstanding indebtedness in the aggregate principal amount of approximately $1,391.9 million and for general corporate purposes. In July 2017, we redeemed in full the senior notes due 2022 at a redemption premium equal to 102.875% primarily with the net proceeds from the borrowings from the term loan B, as further discussed below. In the fiscal year 2014, the Issuers issued $200.0 million aggregate principal amount of their 5.5% Senior Notes due 2023 (the "senior notes due 2023") at par. The net proceeds from this debt issuance, approximately $196.3 million, were used to repay borrowings outstanding under the predecessor ABL facility, as defined below, of $88.5 million (which borrowings were primarily used to fund share repurchases) and for general corporate purposes, including share repurchases. In the fiscal year 2016, the Issuers issued $750.0 million aggregate principal amount of their senior notes due 2025 at par. We used the net proceeds from this debt issuance (approximately $737.3 million) as well as cash from operations and borrowings under the predecessor ABL facility, to redeem in full our senior notes due 2019 at a total redemption cost of $775.8 million, including the redemption premium but excluding accrued interest paid upon redemption of such notes. In connection with our redemption of the senior notes due 2019, we recorded a loss on extinguishment of debt in the amount of approximately $33.3 million, including a redemption premium in the amount of approximately $25.8 million and unamortized deferred financing costs of approximately $7.5 million. In connection with the issuance of the senior notes due 2025, we incurred and capitalized financing costs of approximately $12.7 million. This amount is reported as a deduction from the senior notes due 2025 on our consolidated balance sheets and is being amortized over the term of the senior notes due 2025 using the effective interest method. On July 6, 2017, the Borrowers entered into a seven-year term loan pursuant to which they borrowed $850 million (the "term loan B"). We used the net proceeds from the term loan B (approximately $845.8 million), as well as existing cash balances and borrowings under the ABL facility in the amount of $33.5 million, to (i) redeem $850.0 million aggregate outstanding principal amount of our senior notes due 2022 at a premium, plus accrued and unpaid interest up to, but not including, July 6, 2017 and (ii) pay fees and expenses incurred in connection with the origination of the term loan B and redemption of the senior notes due 2022. In connection with our redemption of our senior notes due 2022, we recorded a loss on extinguishment of debt in the amount of approximately $27.6 million, including a redemption premium in the amount of approximately $24.4 million and unamortized deferred financing costs of approximately $8.0 million, partially offset by the write-off of unamortized premium of $4.8 million. In connection with the term loan B, we incurred and capitalized financing costs of approximately $6.9 million. The term loan B consists of a variable-rate tranche in the amount of $550 million which bears interest at LIBOR plus 2.50% or, at the option of the Borrowers, at an alternate base rate plus 1.50%, and a fixed-rate tranche in the amount of $300 million which bears interest at 4.50%. The agreement governing the term loan B contains a customary covenant package substantially consistent with the indentures governing our senior notes. Borrowings under the term loan B are secured by a first-priority lien in and upon substantially all of the assets of the Company and its domestic subsidiaries other than the accounts, inventory (and the proceeds thereof) and other assets that secure the ABL facility on a first priority basis. In addition, the variable-rate tranche contains provisions requiring quarterly repayments of principal in an amount equal to 0.25% of the original amount for the variable-rate tranche. The term loan B matures on July 5, 2024. Interest on the term loan B is payable monthly. Furthermore, on July 6, 2017, we entered into an amended and restated $500 million, five-year asset-based senior secured loan facility (the "ABL facility"). In connection with our modification of the ABL facility, we recorded a loss on extinguishment of debt in the amount of approximately $0.4 million, and incurred and capitalized additional financing costs of approximately $1.5 million. The availability of funds under the ABL facility is subject to a customary borrowing base comprised of: (i) a specified percentage of our eligible credit card and trade accounts receivable (as defined therein) and (ii) a specified percentage of our eligible inventory (as defined therein), and reduced by (iii) certain customary reserves and adjustments and by certain outstanding letters of credit. The ABL facility includes a $25.0 million Canadian sub-facility for our Canadian operations. The terms of the new ABL facility are substantially the same as those of the predecessor ABL facility, except for an extension of the maturity to July 6, 2022, improved pricing, a relaxation of the restrictions on Sally Holdings' ability to make Restricted Payments, as defined in the ABL facility, and certain other improved terms. Borrowings under the ABL facility are secured by the accounts, inventory and credit card receivables (and related general intangibles and other property) of our domestic subsidiaries (and, in the case of borrowings under the Canadian sub-facility, such assets of our Canadian subsidiaries and, solely with respect to borrowings by SBH Finance B.V., intercompany notes owed to SBH Finance B.V. by our foreign subsidiaries). In addition, the terms of the ABL facility contain a commitment fee of 0.20% on the unused portion of the facility. The ABL facility is pre-payable, and the commitments thereunder may be terminated, in whole or in part at any time without penalty or premium. At September 30, 2017, we had $389.6 million available for borrowing under the ABL facility, including the Canadian sub-facility. At September 30, 2017 and 2016, unamortized debt issuance costs of $19.4 million and $23.7 million, respectively, related to our senior notes and term loan B, are reported as a deduction from the related long-term debt obligations on our consolidated balance sheets. In addition, unamortized debt issuance costs related to the ABL facility of $2.0 million and $1.6 million, at September 30, 2017 and 2016, respectively, are reported in other assets in our consolidated balance sheets. The senior notes due 2023 and the senior notes due 2025, which we refer to collectively as "the Notes" or "the senior notes due 2023 and 2025," are unsecured obligations of the Issuers and are jointly and severally guaranteed by Sally Beauty Holdings, Inc. and Sally Investment, and by each material domestic subsidiary of the Company. Interest on the senior notes due 2023 and 2025 is payable semi-annually, during the Company's first and third fiscal quarters. Please see Note 18 for certain condensed financial statement data pertaining to Sally Beauty, the Issuers, the guarantor subsidiaries and the non-guarantor subsidiaries. The senior notes due 2023 carry optional redemption features whereby we have the option to redeem the notes, in whole or in part, on or after November 1, 2021 at par, plus accrued and unpaid interest, if any, and on or after November 1, 2018 at par plus a premium declining ratably to par, plus accrued and unpaid interest, if any. Prior to November 1, 2018, we may redeem the notes, in whole or in part, at a redemption price equal to par plus a make-whole premium as provided in the indenture, plus accrued and unpaid interest, if any. The senior notes due 2025 carry optional redemption features whereby we have the option to redeem the notes, in whole or in part, on or after December 1, 2023 at par, plus accrued and unpaid interest, if any, and on or after December 1, 2020 at par plus a premium declining ratably to par, plus accrued and unpaid interest, if any. Prior to December 1, 2020, we may redeem the notes, in whole or in part, at a redemption price equal to par plus a make-whole premium as provided in the indenture, plus accrued and unpaid interest, if any. In addition, on or prior to December 1, 2018, we have the right to redeem the notes at par plus a specified premium, plus accrued and unpaid interest, if any, up to 35% of the aggregate principal amount of notes originally issued, subject to certain limitations, with the proceeds from certain kinds of equity offerings, as defined in the indenture. The agreements and instruments governing the debt of Sally Holdings and its subsidiaries contain material limitations on our ability to pay dividends and other restricted payments. The ABL facility and the indentures governing the senior notes due 2023 and 2025 contain other covenants regarding restrictions on the disposition of assets, the granting of liens and security interests, the prepayment of certain indebtedness, and other matters and customary events of default, including customary cross-default and/or cross-acceleration provisions. As of September 30, 2017, all the net assets of our consolidated subsidiaries were unrestricted from transfer under our credit arrangements. At September 30, 2017 and 2016, we had no off-balance sheet financing arrangements other than obligations under operating leases and letters of credit (related to inventory purchases and self-insurance programs) in the aggregate amount of $20.4 million and $21.6 million, respectively. |