v3.25.2
DEBT AND NOTES PAYABLE
 12 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
DEBT AND NOTES PAYABLE
(10) DEBT AND NOTES PAYABLE
Long-term debt and notes payable consisted of the following (in thousands):
June 30,
20252024
Credit Facility$280,000 $— 
Notes payable to members, net of discount— 101,523 
Other notes payable— 1,008 
Total debt and notes payable$280,000 $102,531 
Credit Facility
PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into a senior unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions, and provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility.
At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100% (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net Leverage Ratio (as defined in the Credit Facility)). Base rate loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.500%, the one-month Adjusted Term SOFR plus 1.000% and 0.000%), plus the Applicable Rate. The Applicable Rate ranges from 1.250% to 1.750% for SOFR Loans and 0.250% to 0.750% for base rate loans. At June 30, 2025, the interest rates for SOFR Loans and base rate loans were 5.672% and 7.750%, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.225% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2025, the weighted average interest rate on outstanding borrowings under the Credit Facility was 5.672% and the commitment fee was 0.125%.
The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments, and investments. The Company was in compliance with all such covenants at June 30, 2025. The Credit Facility also contains customary events of default, including cross-defaults of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the
request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.
Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of Common Stock pursuant to any then-existing stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. For the year ended June 30, 2025, the Company had $435.0 million new borrowings and repaid $155.0 million of outstanding borrowings under the Credit Facility. The Company had $280.0 million outstanding borrowings under the Credit Facility at June 30, 2025 with $715.0 million of available borrowing capacity after reductions for outstanding letters of credit. In July 2025, the Company repaid $90.0 million of outstanding borrowings under the Credit Facility.
During the years ended June 30, 2025 and 2024, interest expense on borrowings under the Credit Facility was $7.7 million and $2.5 million, respectively.
Notes Payable
Notes Payable to Former Limited Partners
At June 30, 2025, the Company had fully paid the notes payable to former limited partners, (“LP”). At June 30, 2024, the Company had $101.5 million of notes payable to former LPs, net of discounts on notes payable of $1.2 million, all of which was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. The notes payable to former LPs were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former LPs were non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8%. During the year ended June 30, 2025, the Company paid $102.7 million to members including imputed interest of $1.2 million. During the year ended June 30, 2024, the Company paid $102.7 million to members including imputed interest of $3.0 million.
Other
At June 30, 2025, the Company had no other notes payable. At June 30, 2024, the Company had $1.0 million in other notes payable which were included in current portion of long-term debt in the accompanying Consolidated Balance Sheets. The Company had no future minimum principal payments.