DEBT | DEBT Debt consisted of the following: June 30, 2022 March 31, 2022 Interest Outstanding Interest Outstanding Term Loan A 2.31 % $ 1,225,276 1.71 % $ 1,241,398 Term Loan B 2.81 % 379,348 2.21 % 380,321 Senior Notes due 2028 3.88 % 700,000 3.88 % 700,000 Senior Notes due 2029 4.00 % 500,000 4.00 % 500,000 Less: Unamortized debt issuance costs and discount on debt (20,748) (21,647) Total 2,783,876 2,800,072 Less: Current portion of long-term debt (68,379) (68,379) Long-term debt, net of current portion $ 2,715,497 $ 2,731,693 Credit Agreement As of June 30, 2022, the Credit Agreement provided Booz Allen Hamilton Inc. ("Booz Allen Hamilton") with a $1,225.3 million Term Loan A ("Term Loan A"), a $379.3 million Term Loan B ("Term Loan B", and, together with Term Loan A, the "Term Loans"), and a $1,000.0 million revolving credit facility (the "Revolving Credit Facility"), with a sub-limit for letters of credit of $200.0 million (collectively, the "Secured Credit Facility"). As of June 30, 2022, the maturity date of Term Loan A and Term Loan B are June 24, 2026 and November 26, 2026, respectively. Booz Allen Hamilton’s obligations and the guarantors’ guarantees under the Credit Agreement (the "Guarantee") are secured by a first priority lien on substantially all of the assets (including capital stock of subsidiaries) of Booz Allen Hamilton, Booz Allen Hamilton Investor Corporation, and the subsidiary guarantors, subject to certain exceptions set forth in the Credit Agreement and related documentation. At Booz Allen Hamilton’s option, borrowings under the Secured Credit Facility bear interest based either at LIBOR (adjusted for maximum reserves, and subject to a floor of zero) for the applicable interest period or a base rate (equal to the highest of (i) the administrative agent’s prime corporate rate, (ii) the overnight federal funds rate plus 0.50%, and (iii) three-month LIBOR (adjusted for maximum reserves, and subject to a floor of zero) plus 1.00%), in each case plus an applicable margin as determined by the pricing grid, payable at the end of the applicable interest period and in any event at least quarterly. The applicable margin for Term Loan A and borrowings under the Revolving Credit Facility ranges from 1.125% to 2.00% for LIBOR loans and 0.125% to 1.00% for base rate loans, in each case based on Booz Allen Hamilton’s consolidated total net leverage ratio. Unused commitments under the Revolving Credit Facility are subject to a quarterly fee ranging from 0.175% to 0.35% based on Booz Allen Hamilton’s consolidated total net leverage ratio. Booz Allen Hamilton also agreed to pay customary letter of credit and agency fees. The applicable margin for Term Loan B is 1.75% for LIBOR loans and 0.75% for base rate loans. The Credit Agreement requires quarterly principal payments of 1.25% of the stated principal amount of Term Loan A until maturity, and quarterly principal payments of 0.25% of the stated principal amount of Term Loan B until maturity. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely consolidated net total leverage and consolidated net interest coverage ratios. As of June 30, 2022 and March 31, 2022, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt and debt-like instruments. For the three months ended June 30, 2022 and 2021, interest payments of $6.3 million and $4.9 million were made for Term Loan A, respectively, and $2.4 million and $1.8 million were made for Term Loan B, respectively. Borrowings under the Term Loans, and if used, the Revolving Credit Facility, incur interest at a variable rate. As of June 30, 2022, Booz Allen Hamilton had interest rate swaps with an aggregate notional amount of $550.0 million. These instruments hedge the variability of cash outflows for interest payments on the Term Loans and Revolving Credit Facility. The Company's objectives in using cash flow hedges are to reduce volatility due to interest rate movements and to add stability to interest expense (see Note 9 to our condensed consolidated financial statements). Senior Notes On June 17, 2021, Booz Allen Hamilton issued $500.0 million aggregate principal amounts of its 4.000% Senior Notes due July 1, 2029 (the “Senior Notes due 2029”) under an Indenture, dated as of June 17, 2021, among Booz Allen Hamilton, certain subsidiaries of Booz Allen Hamilton, as guarantors (the “2029 Subsidiary Guarantors”), and Wilmington Trust, National Association (in such capacity, the “2029 Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 17, 2021, among Booz Allen Hamilton, the 2029 Subsidiary Guarantors and the 2029 Trustee. The Senior Notes due 2029 and the related guarantees are Booz Allen Hamilton’s and each 2029 Subsidiary Guarantor's senior unsecured obligations and rank equally in right of payment with all of Booz Allen Hamilton’s and the 2029 Subsidiary Guarantors’ existing and future senior indebtedness and rank senior in right of payment to any of Booz Allen Hamilton’s and the 2029 Subsidiary Guarantors’ future subordinated indebtedness. The net proceeds from the sale of the Senior Notes due 2029 were used to fund the acquisition of Liberty IT Solutions, LLC ("Liberty"), a leading digital partner driving transformation across the federal IT ecosystem, in June of 2021 and to pay related fees and expenses. Interest is payable on the Senior Notes due 2029 semi-annually in cash in arrears on July 1 and January 1 of each year, beginning on January 1, 2022. In connection with the issuance of the Senior Notes due 2029, the Company recognized $6.5 million of issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the Senior Notes due 2029. On August 24, 2020, Booz Allen Hamilton issued $700.0 million aggregate principal amount of its 3.875% Senior Notes due 2028 (the “Senior Notes due 2028”, and, together with the Senior Notes due 2029, the "Senior Notes") under an Indenture, dated as of August 24, 2020, among Booz Allen Hamilton, certain subsidiaries of Booz Allen Hamilton, as guarantors (the “2028 Subsidiary Guarantors”), and Wilmington Trust, National Association as trustee (in such capacity, the “2028 Trustee”), as supplemented by the First Supplemental Indenture, dated as of August 24, 2020, among Booz Allen Hamilton, the 2028 Subsidiary Guarantors and the 2028 Trustee. Each of Booz Allen Hamilton's existing and future restricted subsidiaries that guarantee its obligations under the Secured Credit Facility or certain other indebtedness guarantee the Senior Notes due 2028 on a senior unsecured basis. The Senior Notes due 2028 and the guarantees are Booz Allen Hamilton’s and each 2028 Subsidiary Guarantors’ senior unsecured obligations and rank equally in right of payment with all of Booz Allen Hamilton’s and the 2028 Subsidiary Guarantors’ existing and future senior indebtedness and rank senior in right of payment to any of Booz Allen Hamilton’s and the Subsidiary Guarantors’ future subordinated indebtedness. Interest is payable on the Senior Notes due 2028 semi-annually on March 1 and September 1 of each year, beginning on March 1, 2021, and principal is due at maturity on September 1, 2028. In connection with the issuance of the Senior Notes due 2028, the Company recognized $9.2 million of issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the Senior Notes due 2028. There were no changes to the Company’s outstanding debt obligations during the quarter. For additional information on the Company’s debt arrangements and default provisions, see Note 10, “Debt,” of the Company’s consolidated financial statements included in the fiscal 2022 Form 10-K. Interest on debt and debt-like instruments consisted of the following: Three Months Ended 2022 2021 (In thousands) Term Loan A Interest Expense $ 6,359 $ 5,229 Term Loan B Interest Expense $ 2,429 1,801 Interest on Revolving Credit Facility $ — 25 Senior Notes Interest Expense $ 11,781 7,559 Amortization of Debt Issuance Cost (DIC) and Original Issue Discount (OID) (1) $ 1,161 1,128 Interest Swap Expense $ 2,831 5,443 Other $ 94 85 Total Interest Expense $ 24,655 $ 21,270 (1) DIC and OID on the Term Loans and senior notes are recorded as a reduction of long-term debt in the condensed consolidated balance sheet and are amortized ratably over the life of the related debt using the effective rate method. DIC on the Revolving Credit Facility is recorded as a long-term asset on the condensed consolidated balance sheet and amortized ratably over the term of the Revolving Credit Facility. |