v3.26.3
DEBT
12 Months Ended
Aug. 31, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
We have not elected the fair value option and report our debt at amortized cost. Our debt obligations as of August 31, 2026 and August 31, 2025 consisted of the following:
(in thousands)Issuance DateContractual Maturity DateAugust 31, 2026August 31, 2025
Current debt
2027 Notes3/1/20223/1/2027$500,000 $— 
Total unamortized discounts and debt issuance costs on Current debt(2)
(564)— 
Total Current debt$499,436 $— 
Long-term debt
2025 Term Facility(1)
4/8/20258/28/2029$375,000 $375,000 
2027 Notes3/1/20223/1/2027— 500,000 
2032 Notes3/1/20223/1/2032500,000 500,000 
Unamortized discounts and debt issuance costs(2)
(4,414)(6,740)
Total Long-term debt$870,586 $1,368,260 
Total debt
$1,370,022 $1,368,260 
(1) On August 28, 2026, we amended the 2025 Credit Agreement. Refer to 2025 Credit Agreement within this section below, for more information.
(2) Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility, 2027 Notes and 2032 Notes. For the 2025 Revolving Facility, debt issuance costs are presented within Other assets, as such, they are excluded from the table above.
As of August 31, 2026, annual maturities on our debt obligations, based on contractual maturity dates, were as follows:
(in thousands)
Maturities
Fiscal Years Ended August 31,
2027$500,000 
2028— 
2029375,000 
2030— 
2031— 
Thereafter500,000 
Total$1,375,000 
2025 Credit Agreement
On April 8, 2025, we entered into a credit agreement (the "2025 Credit Agreement") under which we borrowed $500.0 million under a senior unsecured term loan credit facility (the "2025 Term Facility") and obtained a $1.0 billion senior unsecured revolving credit facility (the "2025 Revolving Facility"). The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities". The 2025 Credit Facilities contain incremental provisions that permit us to seek additional commitments of up to $1.0 billion under the 2025 Credit Facilities from lenders or other financial institutions. The 2025 Revolving Facility also provides for up to $100.0 million in the form of letters of credit and up to $100.0 million in the form of swingline loans. We used the proceeds from the 2025 Term Facility borrowing to repay the outstanding balance under the 2022 Revolving Facility (as defined below).
On August 28, 2026, we entered into Amendment No. 1 (the “Amendment Agreement”) to the 2025 Credit Agreement, which primarily (a) extended the maturity date of the 2025 Term Facility from April 8, 2028 to August 28, 2029, (b) extended the maturity date of the 2025 Revolving Facility from April 8, 2030 to August 28, 2031 and increased the revolving commitments by $500.0 million to a total of $1.5 billion without reducing the capacity under the incremental facilities provisions described
above, (c) removed the scheduled quarterly principal payment obligations with respect to the 2025 Term Facility and (d) removed the credit spread adjustment of 0.1% for borrowings under the 2025 Credit Facilities.
Prior to the Amendment Agreement, the 2025 Term Facility was subject to scheduled quarterly principal payment obligations, commencing on August 31, 2025, with each quarterly principal payment equal to 1.25% of the original principal amount of the 2025 Term Facility. We satisfied all scheduled quarterly principal payments through the date of the Amendment Agreement.
The 2025 Credit Facilities are not otherwise subject to any mandatory repayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty.
As of August 31, 2026, our outstanding debt under the 2025 Term Facility was $375.0 million and we had no outstanding borrowings under the 2025 Revolving Facility. Subsequent to August 31, 2026, we borrowed $90.0 million under the 2025 Revolving Facility.
From the initial borrowing date of April 8, 2025 through the Amendment Agreement, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 0.975% spread (comprised of a 0.875% interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment). Following the Amendment Agreement and from August 28, 2026 through August 31, 2026, outstanding borrowings under the Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.875% interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. Interest on the 2025 Credit Facilities is currently payable on the last business day of each month, in arrears.
We continue to pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. The commitment fee remained consistent at 0.1% from April 8, 2025 through August 31, 2026.
The 2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.
The 2025 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of August 31, 2026.
2022 Credit Agreement
On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed $1.0 billion under a senior unsecured term loan credit facility (the "2022 Term Facility") and $250.0 million of the available $500.0 million under a senior unsecured revolving credit facility (the "2022 Revolving Facility"). The 2022 Revolving Facility, together with the 2022 Term Facility, are referred to as the "2022 Credit Facilities". On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the 2022 Revolving Facility were increased by $100.0 million, to a total of $600.0 million. All other terms of the 2022 Credit Agreement remained unchanged.
Borrowings previously outstanding under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a spread using a debt leverage pricing grid and a credit spread adjustment (with total spread ranging from 0.975% to 1.1% over the term of the debt). The 2022 Credit Agreement was terminated on April 8, 2025, concurrent with entering into the 2025 Credit Agreement.
Senior Notes
On March 1, 2022, we completed a public offering issuing $500.0 million of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between
us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").
Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.
We may redeem the Senior Notes, in whole or in part, at any time at specified redemption prices, plus any accrued and unpaid interest. Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101% of their principal amount, plus any accrued and unpaid interest.
Interest Rate Swap Agreements
We may leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. Our interest rate swap agreements are designated as cash flow hedges at inception.
2025 Swap Agreement
On April 24, 2025, we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2025. The 2025 Swap Agreement matured on February 28, 2026.
2024 Swap Agreement
On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. The notional amount of the 2024 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2024. The 2024 Swap Agreement matured on February 28, 2025.
2022 Swap Agreement
On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $800.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The notional amount of the 2022 Swap Agreement declined by $100.0 million on a quarterly basis beginning May 31, 2022. The 2022 Swap Agreement matured on February 28, 2024.
Refer to Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in this Annual Report on Form 10-K, for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.
Interest Expense
The following table presents the interest expense on our outstanding debt which is a component of Interest expense in our Consolidated Statements of Income.
Years Ended August 31,
(in thousands)
202620252024
Interest expense on outstanding debt$54,444 $57,749 $65,412 
Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts, net of the effects related to any outstanding interest rate swaps. The debt issuance costs for the 2025 Term Facility and 2025 Revolving Facility are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility). The debt discounts and debt issuance costs for the Senior Notes are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.