Long-Term Debt, Net |
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| Long-Term Debt, Net | 7. Long-Term Debt, Net Long-term debt, net, consists of the following (in thousands):
On June 23, 2026, Hayward Industries, Inc. (the “US Borrower”), a New Jersey corporation and a wholly owned subsidiary of the Company, Hayward Pool Products Canada, Inc. / Produits de Piscines Hayward Canada, Inc., a Canadian federal corporation and a wholly owned subsidiary of the Company (together with the US Borrower, the “Borrowers”), and Hayward Intermediate, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into an Amended and Restated First Lien Credit Agreement (the “Credit Agreement”), which Credit Agreement refinanced in full and extended the maturities of the Borrowers’ previously outstanding term loans. In connection with the entry into the Credit Agreement, the Borrowers’ previously outstanding asset-based revolving credit facility was terminated on June 23, 2026 with no outstanding borrowings. Pursuant to the Credit Agreement, the Company (i) borrowed $960.0 million of new term loans (the “Term Loans”) in U.S. dollars under a seven-year term loan facility (the “Term Facility”) and (ii) entered into a $425.0 million five-year revolving credit facility available in U.S. dollars, Canadian dollars, British pounds sterling, Euros, Australian dollars and other approved currencies (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), which Revolving Facility includes a $100.0 million letter of credit sublimit and a $50.0 million swingline sublimit (with use under such sublimits reducing availability under the Revolving Facility). All outstanding principal under the Term Facility is due at maturity June 23, 2033. Due to the entry into the Credit Agreement, during the three months ended June 27, 2026, the Company recorded a $1.8 million debt extinguishment loss related to the write-off of unamortized deferred financing costs as a result of a partial change in participating lenders. The Term Loans bear interest, at the US Borrower’s option, at either (i) term SOFR (subject to a 0.50% floor) plus a margin of 2.00% per annum or (ii) the alternate base rate plus a margin of 1.00% per annum. The required quarterly payment of the Term Loans is 0.25% of the initial outstanding principal thereof. The US Borrower may voluntarily prepay the Term Loans in whole or in part, at any time, subject to a 1.00% prepayment premium in connection with certain repricing transactions and amendments occurring within the first six months after the closing date of the Term Facility. In addition, the Credit Agreement requires mandatory principal payments of the Term Loans to be made based on certain events, including annual excess cash flow (with the required prepayment varying between 0% and 50% based on the first lien leverage ratio of the US Borrower and its restricted subsidiaries), non-ordinary course sales of assets and the incurrence of debt not otherwise permitted under the Credit Agreement, each subject to certain exceptions and thresholds as set forth in the Credit Agreement. Borrowings under the Revolving Facility bear interest, at the Borrowers’ option, at either (i) term SOFR (subject to a 0.50% floor), term CORRA, SONIA, BBSY or EURIBOR (depending on the currency of the borrowing) plus a margin in a range of 1.25-2.00% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time) or (ii) the alternate base rate, the Canadian prime rate or the Canadian base rate (depending on the currency of the borrowing) plus a margin in a range of 0.25-1.00% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time). The Revolving Facility also requires a commitment fee on a quarterly basis at a rate in a range of 0.20-0.30% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time). The Credit Facilities are guaranteed by substantially all of the Borrowers’ United States and Canadian wholly owned subsidiaries and collateralized by substantially all of the assets of the Borrowers and such guarantors, in each case, subject to customary exceptions. The Credit Agreement contains customary collateral requirements, restrictions, and covenants, including restrictions on indebtedness, liens, dividends, distributions, acquisitions, investments, sale or transfer of assets and transactions with affiliates. The Credit Agreement also contains, for the benefit of the Revolving Facility only, covenants to maintain a maximum total leverage ratio and a minimum net interest coverage ratio. The Credit Agreement further contains customary events of default, including a change of control. As of June 27, 2026, the Company was in compliance with all covenants under the Credit Agreement.
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