HELEN OF TROY LTDHELE
HELEN OF TROY LTD Debt Disclosure
Note 13 - Long-Term Debt
A summary of our long-term debt follows:
| (in thousands) | February 28, 2026 | February 28, 2025 | |||||||||
| Amended Credit Agreement: | |||||||||||
| Revolving loans | $ | 308,200 | $ | 678,100 | |||||||
| Term loans | 477,344 | 243,750 | |||||||||
| Total borrowings under Amended Credit Agreement | 785,544 | 921,850 | |||||||||
| Unamortized prepaid financing fees | (4,733) | (4,956) | |||||||||
| Total long-term debt | 780,811 | 916,894 | |||||||||
| Less: current maturities of long-term debt | (25,000) | (9,375) | |||||||||
| Long-term debt, excluding current maturities | $ | 755,811 | $ | 907,519 | |||||||
Aggregate annual maturities of our long-term debt as of February 28, 2026 were as follows:
| (in thousands) | |||||
| Fiscal 2027 | $ | 25,000 | |||
| Fiscal 2028 | 25,000 | ||||
| Fiscal 2029 | 735,544 | ||||
| Fiscal 2030 | — | ||||
| Fiscal 2031 | — | ||||
| Thereafter | — | ||||
| Total | $ | 785,544 | |||
Amended Credit Agreement
On February 15, 2024, we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement replaced our prior credit agreement, which terminated on February 15, 2024. We utilized the proceeds from the refinancing to repay all principal, interest, and fees outstanding under the prior credit agreement without penalty. As a result, we recognized a loss on extinguishment of debt within “Interest expense” of $0.5 million during fiscal 2024, which consisted of a write-off of $0.4 million of unamortized prepaid financing fees related to the prior credit agreement and $0.1 million of lender fees related to debt under the Credit Agreement treated as an extinguishment. Additionally, we expensed $0.3 million of third-party fees in fiscal 2024 related to debt under the Credit Agreement treated as a modification, which was recognized within “Interest expense.”
The Credit Agreement provides for aggregate commitments of $1.5 billion, which are available through (i) a $1.0 billion revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, (ii) a $250 million term loan facility and (iii) a committed $250 million delayed draw term loan facility, which permitted multiple drawdowns until August 15, 2025. Proceeds can be used for working capital and other general corporate purposes, including funding permitted acquisitions. At the closing date, February 15, 2024, we borrowed $457.5 million under the revolving credit facility and $250.0 million under the term loan facility and utilized the proceeds to repay all debt outstanding under the prior credit agreement. During the first quarter of fiscal 2026, we borrowed $250.0 million under the delayed draw
term loan facility and utilized the proceeds to repay debt outstanding under the revolving credit facility. During the first quarter of fiscal 2026, we capitalized $0.4 million of lender fees and a de minimis amount of third-party fees incurred in connection with the delayed draw term loan facility borrowing, which were recorded as prepaid financing fees in long-term debt.
On November 25, 2025, we entered into an amendment to the Credit Agreement (the “Amendment”, or as amended, the “Amended Credit Agreement”), which provides for the following:
•Reduces the commitment under the revolving credit facility from $1.0 billion to $750.0 million;
•Adds a maximum tier level pursuant to which, if the Net Leverage Ratio is greater than or equal to 4.00 to 1.00, then borrowings under the Amended Credit Agreement bear floating interest at either the Base Rate or Term SOFR, plus a margin of 1.375% and 2.375% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings (as those terms are defined in the Amended Credit Agreement);
•Amends the minimum Interest Coverage Ratio financial covenant to replace the numerator with a Consolidated EBITDA measure instead of a Consolidated EBIT measure (as those terms are defined in the Amended Credit Agreement);
•Amends the maximum Leverage Ratio financial covenant so that it is not permitted to be greater than as set forth below as of the end of the fiscal quarter:
| Fiscal Quarter Ending | Maximum Leverage Ratio | ||||
| November 30, 2025 | 4.50 to 1.00 | ||||
| February 28, 2026 through August 31, 2026 | 4.50 to 1.00 | ||||
| November 30, 2026 | 4.00 to 1.00 | ||||
| February 28, 2027 through May 31, 2027 | 3.75 to 1.00 | ||||
| August 31, 2027 and each fiscal quarter thereafter | 3.50 to 1.00 | ||||
We may elect to use the Leverage Holiday in connection with the consummation of a Qualified Acquisition after August 31, 2027, if we are in compliance with the terms of the Amended Credit Agreement and meet the other terms and conditions relating to a Qualified Acquisition (as those terms are defined in the Amended Credit Agreement).
•Until August 31, 2027, the following negative covenants are reduced, as described in the Amendment, a general investments basket, an unsecured indebtedness basket and the Permitted Receivables Financings (as defined in the Amended Credit Agreement) basket.
In connection with the Amendment, we recognized a $0.9 million charge within "Interest expense” to write-off unamortized prepaid financing fees related to the revolver due to the reduced commitment and capitalized $1.0 million of lender and third-party fees during the third quarter of fiscal 2026, which were recorded as prepaid financing fees in long-term debt.
The Amended Credit Agreement includes an accordion feature, which permits the Company to request to increase its borrowing capacity by an additional $300 million plus an unlimited amount when the Leverage Ratio, on a pro-forma basis, is less than 3.25 to 1.00. The Company’s exercise of the accordion is subject to certain conditions being met, including lender approval. The Amended Credit Agreement matures on February 15, 2029. We are able to repay amounts borrowed at any time without penalty. Borrowings accrue interest under one of two alternative methods pursuant to the Amended Credit Agreement as described below. With each borrowing against our credit line, we can elect the interest rate method based on our funding needs at the time. We also incur loan commitment and letter of credit fees under the Amended Credit Agreement ranging from 0.1% to 0.45% per annum and 1.0% to 2.375% per annum, respectively, based on our Net Leverage Ratio. The term loans are payable at the end of each fiscal quarter in equal installments of 0.625% through February 28, 2025, 0.9375% through February 28, 2026, and 1.25% thereafter of the original principal balance of the term loans, which began in the first quarter of fiscal 2025 for the term loan facility and began in the second quarter of fiscal 2026
for the delayed draw term loan facility, with the remaining balance due at the maturity date. Borrowings under the Amended Credit Agreement bear floating interest at either the Base Rate or Term SOFR, plus a margin based on the Net Leverage Ratio of 0% to 1.375% and 1.0% to 2.375% for Base Rate and Term SOFR borrowings, respectively.
The floating interest rates on our borrowings under the Amended Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on $325 million and $550 million of the outstanding principal balance under the Amended Credit Agreement as of February 28, 2026 and February 28, 2025, respectively. See Notes 14, 15, and 16 for additional information regarding our interest rate swaps.
Debt Covenants
Our debt under our Amended Credit Agreement is unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries. Our Amended Credit Agreement requires the maintenance of certain key financial covenants defined in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Amended Credit Agreement. Our Amended Credit Agreement also contains other customary covenants, including, among other things, covenants restricting or limiting us, except under certain conditions set forth therein, from (1) incurring liens on our properties, (2) making certain types of investments, (3) incurring additional debt, and (4) assigning or transferring certain licenses. Our Amended Credit Agreement also contains customary events of default, including failure to pay principal or interest when due, among others. Upon an event of default under our Amended Credit Agreement, the lenders may, among other things, accelerate the maturity of any amounts outstanding. The commitments of the lenders to make loans to us under the Amended Credit Agreement are several and not joint. Accordingly, if any lender fails to make loans to us, our available liquidity could be reduced by an amount up to the aggregate amount of such lender’s commitments under the Amended Credit Agreement.
As of February 28, 2026, the balance of outstanding letters of credit was $9.5 million, the amount available for revolving loans under the Amended Credit Agreement was $432.3 million and the amount available per the maximum Leverage Ratio was $91.1 million. Covenants in the Amended Credit Agreement limit the amount of total indebtedness we can incur. As of February 28, 2026, these covenants effectively limited our ability to incur more than $91.1 million of additional debt from all sources, including the Amended Credit Agreement. As of February 28, 2026, we were in compliance with all covenants as defined under the terms of the Amended Credit Agreement.
Interest and Capitalized Interest
During fiscal 2026 and 2025, we incurred interest costs totaling $57.7 million and $51.9 million, respectively, none of which was capitalized. During fiscal 2024, we incurred interest costs totaling $53.9 million, of which we capitalized $0.9 million, as part of property and equipment in connection with the construction of a new distribution facility.
The following table contains information about interest rates and the related weighted average borrowings outstanding under our Amended Credit Agreement, including under the prior credit agreement, for the periods presented below:
| Fiscal Years Ended Last Day of February, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | 2024 | ||||||||||||||
| Amended Credit Agreement: | |||||||||||||||||
| Average borrowings outstanding (1) | $ | 876,070 | $ | 761,245 | $ | 806,415 | |||||||||||
| Average effective interest rate (2) | 6.3% | 6.6% | 6.4% | ||||||||||||||
Interest rate range (3) | 5.9% - 8.5% | 5.9% - 9.3% | 6.5% - 9.3% | ||||||||||||||
Weighted average interest rate on borrowings outstanding at year end (4) | 5.7% | 5.6% | 6.0% | ||||||||||||||
(1)Average borrowings outstanding is computed as the average of the current and four prior quarters ending balances outstanding.
(2)The average effective interest rate during each year is computed by dividing the total interest expense associated with the borrowing for a fiscal year by the average borrowings outstanding for the same fiscal year. We included the impact of our interest rate swaps and commitment fees incurred under the Amended Credit Agreement and prior credit agreement in computing total interest expense.
(3)Interest rate range reflects the interest rates on the borrowings under the Amended Credit Agreement and prior credit agreement, pursuant to the respective agreements, and excludes the impact of our interest rate swaps.
(4)The weighted average interest rate on borrowings outstanding at year end under the Amended Credit Agreement is computed inclusive of the impact of our interest rate swaps.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Apr 23, 2026 | Showing above |
| 2025 | Apr 24, 2025 | |
| 2024 | Apr 24, 2024 | |
| 2023 | Apr 27, 2023 | |
| 2022 | Apr 28, 2022 | |
| 2021 | Apr 29, 2021 | |
| 2020 | Apr 29, 2020 | |
| 2019 | Apr 29, 2019 | |
| 2018 | Apr 30, 2018 | |
| 2017 | May 1, 2017 | |
| 2016 | Apr 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.