Long Term Debt | 7. Long Term Debt Long term debt consists of: (in thousands) January 29, January 30, 2022 2021 Senior secured term loan facility (Term B-6 Loans), LIBOR (with a floor of 0.00 %) plus 2.00 %, matures on June 24, 2028 $ 950,676 $ — Senior secured term loan facility (Term B-5 Loans), LIBOR (with a floor of 0.00 %) plus 1.75 %, repaid in full on June 24, 2021 — 958,418 $ 805,000 convertible senior notes, 2.25 %, matures on April 15, 2025 572,322 648,311 $ 300,000 senior secured notes, 6.25 %, redeemed in full on June 11, 2021 — 300,000 $ 650,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures on December 22, 2026 — — Finance lease obl igations 43,945 47,664 Unamortized deferred financing costs ( 11,484 ) ( 22,724 ) Total debt 1,555,459 1,931,669 Less: current maturities ( 14,357 ) ( 3,899 ) Long term debt, net of current maturities $ 1,541,102 $ 1,927,770 Term Loan Facility On February 24, 2011, the Company entered into a senior secured term loan facility (the Term Loan Facility). The Term Loan Facility was issued pursuant to a credit agreement (Term Loan Credit Agreement), dated February 24, 2011, among Burlington Coat Factory Warehouse Corporation, an indirect subsidiary of the Company (BCFWC), the guarantors signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners, and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers, governing the terms of the Term Loan Facility. On February 26, 2020, the Company entered into Amendment No. 8 (the Eighth Amendment) to the Term Loan Credit Agreement governing its Term Loan Facility. The Eighth Amendment, among other things, reduced the interest rate margins applicable to the Term Loan Facility from 1.00 % to 0.75 %, in the case of prime rate loans, and from 2.00 % to 1.75 %, in the case of LIBOR loans, with the LIBOR floor remaining at 0.00 %. In connection with the execution of the Eighth Amendment, the Company incurred fees of $ 1.1 million, primarily related to legal and placement fees, which were recorded in the line item “Costs related to debt issuances and amendments” in the Company’s Consolidated Statement of Income (Loss). Additionally, the Company recognized a non-cash loss on the extinguishment of debt of $ 0.2 million, representing the write-off of unamortized deferred financing costs and original issue discount, which was recorded in the line item “Loss on extinguishment of debt” in the Company’s Consolidated Statement of Income (Loss). On June 24, 2021, BCFWC entered into Amendment No. 9 (the Ninth Amendment) to the Term Loan Credit Agreement governing the Term Loan Facility. The Ninth Amendment, among other things, extended the maturity date from November 17, 2024 to June 24, 2028 , and changed the interest rate margins applicable to the Term Loan Facility from 0.75 % to 1.00 %, in the case of prime rate loans, and from 1.75 % to 2.00 %, in the case of LIBOR loans, with a 0.00 % LIBOR floor. This amendment also requires quarterly principal payments of $ 2.4 million. In connection with the execution of the Ninth Amendment, the Company incurred fees of $ 3.3 million, primarily related to legal and placement fees, which were recorded in the line item “Costs related to debt issuances and amendments” in the Company’s Consolidated Statement of Income (Loss). Additionally, the Company recognized a loss on the extinguishment of debt of $ 1.2 million, representing the write-off of unamortized deferred financing costs and original issue discount, which was recorded in the line item “Loss on extinguishment of debt” in the Company’s Consolidated Statement of Income (Loss). The Term Loan Facility is collateralized by a first lien on the Company's favorable leases, real estate and property & equipment and a second lien on the Company's inventory and receivables. Interest rates for the Term Loan Facility are based on: (i) for LIBOR rate loans for any interest period, at a rate per annum equal to the greater of (x) the LIBOR rate, as determined by the Term Loan Facility Administrative Agent, for such interest period multiplied by the Statutory Reserve Rate (as defined in the Term Loan Credit Agreement), and (y) 0.00 % (the Term Loan Adjusted LIBOR Rate), plus an applicable margin; and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by JPMorgan Chase Bank, N.A. at its head office as its “prime rate,” (b) the federal reserve bank of New York rate in effect on such date plus 0.50 % per annum, and (c) the Term Loan Adjusted LIBOR Rate for the applicable class of term loans for one-month plus 1.00 %, plus, in each case, an applicable margin. As of January 29, 2022 , the Company’s borrowing rate related to the Term Loan Facility was 2.1 %. Convertible Notes On April 16, 2020, the Company issued $ 805.0 million of Convertible Notes. The Convertible Notes are general unsecured obligations of the Company. The Convertible Notes bear interest at a rate of 2.25 % per year, payable semi-annually in cash, in arrears, on April 15 and October 15 of each year, beginning on October 15, 2020 . The Convertible Notes will mature on April 15, 2025 , unless earlier converted, redeemed or repurchased. During the third quarter of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes. Under the terms of the exchange agreements, the holders exchanged $ 160.4 million in aggregate principal amount of Convertible Notes held by them for a combination of an aggregate of $ 90.8 million in cash and 513,991 shares of the Company's common stock. During the fourth quarter of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes. Under the terms of these exchange agreements, the holders exchanged $ 72.3 million in aggregate principal amount of Convertible Notes held by them for $ 109.0 million in cash. These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 124.6 million in Fiscal 2021. Subsequent to January 29, 2022 (March 15, 2022), the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Notes. Under the terms of the exchange agreements, the holders have agreed to exchange $ 55.6 million in aggregate principal amount of Convertible Notes held by them for an amount in cash to be calculated based on the volume-weighted average price of the Company’s common stock over a two-day measurement period beginning on March 16, 2022. These exchange transactions are expected to close on March 21, 2022, subject to the satisfaction of customary closing conditions. Prior to the close of business on the business day immediately preceding January 15, 2025, the Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Convertible Notes have an initial conversion rate of 4.5418 shares per $ 1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 220.18 per share of the Company’s common stock), subject to adjustment if certain events occur. The initial conversion price represents a conversion premium of approximately 32.50 % over $ 166.17 per share, the last reported sale price of the Company’s common stock on April 13, 2020 (the pricing date of the offering) on the New York Stock Exchange. During the first quarter of Fiscal 2021, the Company made an irrevocable settlement election for any conversions of the Convertible Notes. Upon conversion, the Company will pay cash for the principal amount. For any excess above principal, the Company will deliver shares of its common stock. The Company may not redeem the Convertible Notes prior to April 15, 2023. On or after April 15, 2023, the Company will be able to redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the Company’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time, at a redemption price equal to 100 % of the principal aggregate amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Holders of the Convertible Notes may require the Company to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a purchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or during the relevant redemption period for such Convertible Notes. The Convertible Notes contain a cash conversion feature, and as a result, the Company initially separated it into liability and equity components. The Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature. The equity component, which was recognized as a debt discount, was valued as the difference between the face value of the Convertible Notes and the fair value of the liability component. As a result of adopting ASU 2020-06, the Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt. In connection with the Convertible Notes issuance, the Company incurred deferred financing costs of $ 21.0 million, primarily related to fees paid to the bookrunners of the offering, as well as legal, accounting and rating agency fees. These costs were initially allocated on a pro rata basis, with $ 16.4 million allocated to the debt component and $ 4.6 million allocated to the equity component. As a result of adopting ASU 2020-06, all unamortized deferred financing costs related to the Convertible Notes are now allocated to debt. Prior to adoption of ASU 2020-06, the debt discount and the debt portion of the deferred costs were being amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 8.2 %. The effective interest rate after adoption of ASU 2020-06 is 2.8 %. The Convertible Notes consist of the following components as of the dates indicated: (in thousands) January 29, January 30, 2022 2021 Liability component: Principal $ 572,322 $ 805,000 Unamortized debt discount — ( 156,689 ) Unamortized deferred debt costs ( 9,761 ) ( 14,191 ) Net carrying amount $ 562,561 $ 634,120 Equity component, net $ — $ 131,916 Interest expense related to the Convertible Notes consists of the following as of the periods indicated: (in thousands) Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Coupon interest $ 16,313 $ 14,375 $ — Amortization of debt discount — 23,988 — Amortization of deferred debt costs 3,742 2,173 — Convertible Notes interest expense $ 20,055 $ 40,536 $ — Secured Notes On April 16, 2020, BCFWC issued $ 300.0 million of 6.25 % Senior Secured Notes due 2025 (Secured Notes). The Secured Notes were senior, secured obligations of BCFWC, and interest was payable semiannually in cash, in arrears, at a rate of 6.25 % per annum on April 15 and October 15 of each year, beginning on October 15, 2020 . The Secured Notes were guaranteed on a senior secured basis by Burlington Coat Factory Holdings, LLC, Burlington Coat Factory Investments Holdings, Inc. and BCFWC’s subsidiaries that guarantee the loans under the Term Loan Facility. In connection with the Secured Notes issuance, the Company incurred deferred financing costs of $ 7.9 million, primarily related to fees paid to the bookrunners of the offering, as well as legal fees. These costs are being amortized to interest expense over the term of the Secured Notes. The Company incurred additional costs of $ 2.5 million, primarily related to legal fees, which are recorded in the line item, “Costs related to debt issuances and amendments” in the Company’s Consolidated Statement of Income (Loss). On June 11, 2021, BCFWC redeemed the full $ 300.0 million aggregate principal amount of the Secured Notes. The redemption price of the Secured Notes was $ 323.7 million, plus accrued and unpaid interest to, but not including, the date of redemption. This redemption resulted in a pre-tax debt extinguishment charge of $ 30.2 million in the three month period ended July 31, 2021. ABL Line of Credit The aggregate amount of commitments under the Second Amended and Restated Credit Agreement (as amended, supplemented and otherwise modified, the Amended ABL Credit Agreement) is $ 650.0 million (subject to a borrowing base limitation) and, subject to the satisfaction of certain conditions, the Company can increase the aggregate amount of commitments up to $ 950.0 million. The interest rate margin applicable under the Amended ABL Credit Agreement in the case of loans drawn at LIBOR is 1.125 % - 1.375 % (based on total commitments or borrowing base availability), and the fee on the average daily balance of unused loan commitments is 0.20%. The ABL Line of Credit is collateralized by a first priority lien on the Company’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on the Company's and each guarantor's other assets and proceeds thereof, including certain owned real estate (subject to certain exceptions). The Company believes that the Amended ABL Credit Agreement provides the liquidity and flexibility to meet its operating and capital requirements over the remaining term of the ABL Line of Credit. Further, the calculation of the borrowing base under the Amended ABL Credit Agreement allows for increased availability with respect to inventory during the period from August 1st through November 30th of each year. On March 17, 2020, the Company borrowed $ 400.0 million under the ABL Line of Credit as a precautionary measure in order to increase the Company’s cash position and facilitate financial flexibility in light of the uncertainty resulting from COVID-19. The Company repaid $ 150.0 million of this amount during the second quarter of Fiscal 2020, and the remaining $ 250.0 million during the fourth quarter of Fiscal 2020. On December 22, 2021, the Company finalized an extension of its current ABL line of credit. This extension increased the aggregate principal amount of the commitments from $ 600 million to $ 650 million, extended the maturity date to December 22, 2026 , and reduced the interest rate margins applicable to the Company’s ABL facility. At January 29, 2022 , the Company had $ 594.6 million available under the ABL Line of Credit. The Company did not have any borrowings during Fiscal 2021. At January 30, 2021 , the Company had $ 476.8 million available under the ABL Line of Credit. The maximum borrowings under the facility during Fiscal 2020 amounted to $ 400.0 million. Average borrowings during Fiscal 2020 amounted to $ 256.6 million at an average interest rate of 1.9 %. Deferred Financing Costs The Company had $ 2.8 million and $ 1.8 million in deferred financing costs associated with its ABL Line of Credit, which are recorded in the line item “Other assets” in the Company’s Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021 , respectively. In addition, the Company had $ 11.5 million and $ 22.7 million of deferred financing costs associated with its Term Loan Facility, Convertible Notes and Secured Notes, recorded in the line item “Long term debt” in the Company’s Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021, respectively. Amortization of deferred financing costs amounted to $ 5.3 million, $ 4.5 million and $ 1.2 million during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively, which was included in the line item “Interest expense” in the Company’s Consolidated Statements of Income (Loss). Amortization expense related to the deferred financing costs as of January 29, 2022 for each of the next five fiscal years and thereafter is estimated to be as follows: Fiscal Years (in thousands) 2022 $ 3,784 2023 3,938 2024 3,935 2025 1,458 2026 763 Thereafter 367 Total $ 14,245 Deferred financing costs have a weighted average amortization period of approximately 3.9 years. Scheduled Maturities Scheduled maturities of the Company’s long term debt obligations, as they exist as of January 29, 2022, in each of the next five fiscal years and thereafter are as follows: (in thousands) Total Debt Fiscal Years: 2022 $ 9,614 2023 9,614 2024 9,614 2025 581,936 2026 9,614 Thereafter 908,537 Total 1,528,929 Less: unamortized discount ( 5,931 ) Less: unamortized deferred financing costs ( 11,484 ) Finance lease liabilities 43,945 Total debt $ 1,555,459 |