Debt
The following table summarizes the net carrying value of our outstanding indebtedness (dollars in thousands):
| | | | | | | | | | | |
| January 31, 2026 | | January 25, 2025 |
| Credit Agreement - Revolving facility (matures December 2030) | $ | — | | | $ | — | |
| Credit Agreement - Term Loan A Facility (matures December 2030) | 1,525,422 | | | 447,115 | |
| Credit Agreement - Term Loan B Facility (matures January 2033) | 792,041 | | | — | |
4.50% senior notes, net (mature April 2029) | 497,034 | | | 496,097 | |
| | | |
| | 2,814,497 | | | 943,212 | |
| Less: current portion | (4,000) | | | (10,000) | |
| Long-term debt | $ | 2,810,497 | | | $ | 933,212 | |
Credit Agreement
The Company and certain of its subsidiaries are party to a credit agreement (as defined below). The Company, the Guarantors (as defined therein) party thereto, the Term Loan B lender (as defined therein) party thereto and Bank of America, N.A (“Bank of America”) as administrative and collateral agent (in such capacities and together with its successors and permitted assigns, the “Administrative Agent”), entered into that certain First Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”), which amends that Third Amended and Restated Credit Agreement, dated as of December 23, 2025 by and among, the Company, the Guarantors from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and the L/C Issues (as defined therein) from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement”, and, the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”). On December 23, 2025, we amended and restated the Credit Agreement to, among other things, establish a $600.0 million 364 day secured bridge loan facility (the “Bridge Facility”), increase the existing senior secured term loan A facility from $440.0 million to $1,540.0 million (the “Term Loan A Facility”), increase the commitments under the senior secured revolving credit facility from $650.0 million to $800.0 million (the “Revolving Credit Facility”) and extend the
maturity date of the Term Loan A Facility and the Revolving Credit Facility. On January 27, 2026, we entered into the First Amendment to, among other things, establish an $800 million senior secured term loan B facility (the “Term Loan B Facility”), the proceeds of which were used to (i) refinance the Bridge Facility, (ii) pay the fees and expenses incurred in connection therewith and (iii) fund cash to the balance sheet of the Company. The Credit Agreement includes a revolving facility with a maximum revolver commitment of $800.0 million, a Term Loan A Facility in the principal amount of $1,540.0 million, and a Term Loan B Facility in the principal amount of $800.0 million. The Credit Agreement also includes a $225.0 million sublimit for the issuance of letters of credit and a $50.0 million sublimit for swingline loans. The maturity of the Revolving Credit Facility and Term Loan A Facility is December 23, 2030. The maturity of the Term Loan B Facility is January 27, 2033.
The following table summarizes the net carrying value of the Term Loan A Facility (dollars in thousands):
| | | | | | | | | | | | | |
| January 31, 2026 | | January 25, 2025 | | |
| Principal amount of Term Loan A Facility | $ | 1,540,000 | | | $ | 450,000 | | | |
| Less: Debt issuance costs | (14,579) | | | (2,885) | | | |
| Net carrying amount of Term Loan A Facility | $ | 1,525,422 | | | $ | 447,115 | | | |
The following table summarizes the net carrying value of the Term Loan B Facility (dollars in thousands):
| | | | | | | | | | | | | |
| January 31, 2026 | | January 25, 2025 | | |
| Principal amount of Term Loan B Facility | $ | 800,000 | | | $ | — | | | |
| Less: Debt issuance costs | (5,963) | | | — | | | |
| Less: Original Issue Discount | (1,996) | | | — | | | |
| Net carrying amount of Term Loan B Facility | $ | 792,041 | | | $ | — | | | |
Subject to certain conditions, the Credit Agreement provides us with the ability to enter into one or more incremental facilities either by increasing the revolving commitments under the Credit Agreement and/or by establishing one or more additional term loans, up to the sum of (i) $927.0 million and (ii) an aggregate amount such that, after giving effect to such incremental facilities on a pro forma basis (assuming that the amount of the incremental commitments are fully drawn and funded), the consolidated senior secured net leverage ratio does not exceed 3.50 to 1.00. The consolidated senior secured net leverage ratio is the ratio of our consolidated senior secured indebtedness reduced by (i) unrestricted cash and equivalents in excess of $25.0 million to our trailing four-quarter consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined by the Credit Agreement, (ii) subordinated indebtedness, as defined in the Credit Agreement and (iii) unsecured indebtedness, as defined in the Credit Agreement. Borrowings under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries and are secured by substantially all of the assets of the Borrowers and the Guarantors (subject to customary exceptions).
Under our Credit Agreement, borrowings bear interest at the rates described below based upon our consolidated net leverage ratio, which is the ratio of our consolidated total funded debt reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing four-quarter consolidated EBITDA, as defined by our Credit Agreement. In addition, we incur certain fees for unused balances and letters of credit at the rates described below, also based upon our consolidated net leverage ratio. The weighted average interest rates and fees for balances under our Credit Agreement as of January 31, 2026 and January 25, 2025 were as follows:
| | | | | | | | | | | | | | |
| | Weighted Average Rate End of Period |
| | January 31, 2026 | | January 25, 2025 |
| Borrowings - Term A SOFR Loans | 1.375%- 2.00% plus Term SOFR | 5.43% | | 6.02% |
| Borrowings - Base Rate Loans | 0.375% - 1.00% plus Base rate(1) | —% | | —% |
| Borrowings - Term B SOFR Loans | 1.75% plus Term SOFR | 5.43% | | —% |
| Unused Revolver Commitment | 0.20% - 0.40% | 0.35% | | 0.30% |
| Standby Letters of Credit | 1.375% - 2.00% | 1.75% | | 1.63% |
| Commercial Letters of Credit | 0.6875% -1.00% | —% | | —% |
(1) Base rate is described in the Credit Agreement as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the administrative agent’s prime rate, and (iii) the Term Secured Overnight Financing Rate (“SOFR”) plus 1.00% and, if such rate is less than zero, such rate shall be deemed zero. “Term SOFR” will be the published forward-looking SOFR rate for the applicable interest
period plus a 0.10% spread adjustment and if such rate is less than zero, such rate shall be deemed zero. There were no outstanding borrowing under our revolving facility as of January 31, 2026 and January 25, 2025.
Standby letters of credit of approximately $53.6 million and $47.5 million, issued as part of our insurance program, were outstanding under our Credit Agreement as of January 31, 2026 and January 25, 2025, respectively.
Our Credit Agreement contains a financial covenant that requires us to maintain a consolidated net leverage ratio of not greater than (A) until the last day of the first fiscal quarter ending after the second anniversary of December 23, 2025, 4.50 to 1.00, and (B) thereafter, 4.00:1.00, as measured at the end of each fiscal quarter, and provides for certain increases to this ratio in connection with permitted acquisitions. The consolidated net leverage ratio is the ratio of our consolidated indebtedness reduced by unrestricted cash and cash equivalents in excess of $25.0 million to our trailing four-quarter consolidated earnings before interest, taxes, depreciation, and amortization as defined by our Credit Agreement. The agreement also contains a financial covenant that requires us to maintain a consolidated interest coverage ratio, which is the ratio of our trailing four-quarter consolidated EBITDA to our consolidated interest expense, each as defined by our Credit Agreement, of not less than 2.50 to 1.00, as measured at the end of each fiscal quarter. At January 31, 2026 and January 25, 2025, we were in compliance with the financial covenants of our Credit Agreement and had borrowing availability under our revolving facility of $746.4 million and $602.5 million, respectively, as determined by the most restrictive covenant. For calculation purposes, applicable cash on hand is netted against the funded debt amount as permitted in the Credit Agreement.
4.50% Senior Notes due 2029
On April 1, 2021, we issued $500.0 million aggregate principal amount of 4.50% senior notes due 2029 (the “2029 Notes”). The 2029 Notes are guaranteed on a senior unsecured basis, jointly and severally, by all of our domestic subsidiaries that guarantee the Credit Agreement.
The indenture governing the 2029 Notes contains certain covenants that limit, among other things, our ability and the ability of certain of our subsidiaries to (i) incur additional debt and issue certain preferred stock, (ii) pay certain dividends on, repurchase, or make distributions in respect of, our and our subsidiaries’ capital stock or make other payments restricted by the indenture, (iii) enter into agreements that place limitations on distributions made from certain of our subsidiaries, (iv) guarantee certain debt, (v) make certain investments, (vi) sell or exchange certain assets, (vii) enter into transactions with affiliates, (viii) create certain liens, and (ix) consolidate, merge or transfer all or substantially all of our or our Subsidiaries’ assets. These covenants are subject to a number of exceptions, limitations and qualifications as set forth in the indenture governing the 2029 Notes.
The following table summarizes the net carrying value of the 2029 Notes (dollars in thousands):
| | | | | | | | | | | |
| January 31, 2026 | | January 25, 2025 |
| Principal amount of 2029 Notes | $ | 500,000 | | | $ | 500,000 | |
| Less: Debt issuance costs | (2,966) | | | (3,903) | |
| Net carrying amount of 2029 Notes | $ | 497,034 | | | $ | 496,097 | |
The following table summarizes the fair value of the 2029 Notes, net of debt issuance costs. The fair value of the 2029 Notes is based on the closing trading price per $100 of the 2029 Notes as of the last day of trading (Level 2), which was $98.44 and $94.65 as of January 31, 2026 and January 25, 2025, respectively (dollars in thousands):
| | | | | | | | | | | |
| January 31, 2026 | | January 25, 2025 |
| Fair value of principal amount of 2029 Notes | $ | 492,200 | | | $ | 473,250 | |
| Less: Debt issuance costs | (2,966) | | | (3,903) | |
| Fair value of 2029 Notes | $ | 489,234 | | | $ | 469,347 | |