v3.25.3
Loans and Borrowings
12 Months Ended
Sep. 30, 2025
Disclosure of detailed information about borrowings [abstract]  
Loans and Borrowings
15.
LOANS AND BORROWINGS

The Company has the following principal and interest payable amounts outstanding for loans and borrowings from banks:

 

(in thousand of Euros)

 

Year of maturity

 

September 30, 2025

 

 

September 30, 2024

 

Non-current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

2029

 

 

98,641

 

 

 

152,883

 

Vendor Loan

 

2029

 

 

217,408

 

 

 

208,305

 

Vendor Loan - interest payable

 

N/A

 

 

3,983

 

 

 

—

 

Senior Notes

 

2029

 

 

428,500

 

 

 

428,500

 

 

 

 

 

1,123,532

 

 

 

1,164,688

 

Senior Notes embedded derivative

 

 

 

 

28,638

 

 

 

28,638

 

Less: amortization under the effective interest method

 

 

 

 

(24,160

)

 

 

(23,361

)

 

 

 

 

1,128,010

 

 

 

1,169,965

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan - interest payable

 

N/A

 

 

2,242

 

 

 

3,591

 

USD Term Loan - current portion

 

2026

 

 

5,090

 

 

 

7,890

 

USD Term Loan - interest payable

 

N/A

 

 

428

 

 

 

—

 

Vendor Loan - interest payable

 

N/A

 

 

—

 

 

 

3,816

 

Senior Notes - interest payable

 

N/A

 

 

9,373

 

 

 

9,373

 

 

 

 

 

 

17,133

 

 

 

24,670

 

 

See Note 6 - Financial risk management objectives and policies for the aggregate scheduled maturities of the loans and borrowings outstanding as of September 30, 2025.

A reconciliation of financial liabilities is as follows:

 

 

 

Original EUR Term Loan

 

EUR Term Loan

 

Original USD Term Loan

 

USD Term Loan

 

Vendor
Loan

 

Senior
Notes

 

Amortized transaction costs of loans and
borrowings *

 

Total
loans and borrowings

 

Amortized transaction costs of RCF **

 

Interest cap

October 1, 2023

 

379,197

 

—

 

748,444

 

—

 

305,048

 

437,873

 

(17,524)

 

1,853,038

 

(1,826)

 

(2,913)

Changes from financing cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from loans and borrowings

 

—

 

375,000

 

—

 

259,524

 

—

 

—

 

—

 

634,524

 

—

 

—

Repayment of loans and borrowings

 

(375,000)

 

—

 

(730,836)

 

(90,196)

 

(100,000)

 

—

 

—

 

(1,296,032)

 

—

 

—

Interest (paid)/received ***

 

(26,140)

 

—

 

(37,391)

 

(2,689)

 

(2,049)

 

(22,496)

 

—

 

(90,765)

 

—

 

1,359

Payment capitalized transaction cost

 

—

 

—

 

—

 

—

 

—

 

—

 

(3,955)

 

(3,955)

 

(1,508)

 

—

Total changes from financing cash flows

 

(401,140)

 

375,000

 

(768,227)

 

166,639

 

(102,049)

 

(22,496)

 

(3,955)

 

(756,228)

 

(1,508)

 

1,359

The effect of changes in foreign exchange rates

 

—

 

—

 

(6,573)

 

(8,573)

 

—

 

—

 

478

 

(14,668)

 

—

 

—

Changes in fair value

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

2,767

Interest expense (income)

 

21,943

 

3,591

 

26,356

 

2,707

 

9,122

 

22,496

 

—

 

86,215

 

—

 

(1,359)

Amortization of capitalized transaction cost

 

—

 

—

 

—

 

—

 

—

 

—

 

26,528

 

26,528

 

1,881

 

—

Capitalized transaction cost not yet paid

 

—

 

—

 

—

 

—

 

—

 

—

 

(250)

 

(250)

 

—

 

—

September 30, 2024

 

—

 

378,591

 

—

 

160,773

 

212,121

 

437,873

 

5,277

 

1,194,635

 

(1,453)

 

(146)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 1, 2024

 

—

 

378,591

 

—

 

160,773

 

212,121

 

437,873

 

5,277

 

1,194,635

 

(1,453)

 

(146)

Changes from financing cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from loans and borrowings

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

Repayment of loans and borrowings

 

—

 

—

 

—

 

(50,137)

 

—

 

—

 

—

 

(50,137)

 

—

 

—

Interest (paid)/received ***

 

—

 

(18,097)

 

—

 

(9,928)

 

—

 

(22,496)

 

—

 

(50,521)

 

—

 

144

Payment of capitalized transaction cost

 

—

 

—

 

—

 

—

 

—

 

—

 

(250)

 

(250)

 

—

 

—

Total changes from financing cash flows

 

—

 

(18,097)

 

—

 

(60,065)

 

—

 

(22,496)

 

(250)

 

(100,908)

 

—

 

144

The effect of changes in foreign exchange rates

 

—

 

—

 

—

 

(6,977)

 

—

 

—

 

31

 

(6,946)

 

—

 

—

Changes in fair value

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

146

Interest expense (income)

 

—

 

16,748

 

—

 

10,428

 

9,270

 

22,496

 

—

 

58,942

 

—

 

(144)

Amortization of capitalized transaction cost

 

—

 

—

 

—

 

—

 

—

 

—

 

(830)

 

(830)

 

329

 

—

Capitalized transaction cost not yet paid

 

—

 

—

 

—

 

—

 

—

 

—

 

250

 

250

 

—

 

—

September 30, 2025

 

—

 

377,242

 

—

 

104,159

 

221,391

 

437,873

 

4,478

 

1,145,143

 

(1,124)

 

—

 

* Amortized transaction of loans and borrowings has a positive balance as the value of the embedded derivative bifurcated at inception from the Senior Notes exceeds the amount of capitalized transaction costs.

**Transaction fees related to the RCF are capitalized as part of "Other assets."

*** The remainder of interest paid during the year ended September 30, 2025 relates to other financing costs.

For further information on fair values of financial instruments see Note 4 – Fair value measurements.

Term Loans

On April 28, 2021, Birkenstock Limited Partner S.à r.l. entered into a senior facilities agreement (the “Senior Term Facilities Agreement”). Included within the Senior Term Facilities Agreement is a term loan facility (the “Original Term Loan”). Borrowings made pursuant to the Original Term Loan consisted of a Euro-denominated facility with an original aggregate principal amount of €375.0 million (the "Original EUR Term Loan") and a USD-denominated facility with an original aggregate principal amount of $850.0 million (the "Original USD Term Loan"). The Original Term Loan’s maturity was April 30, 2028. The Company paid banking and commitment fees of €15.4 million and €22.7 million on the Euro- and USD-denominated components, respectively, which were capitalized and amortized to "Finance cost, net" using the effective interest method over the life of the loan.

On May 28, 2024 Birkenstock Limited Partner S.à r.l., entered into a term and revolving facilities agreement for a new syndicated credit facility (the "Term and Revolving Facilities Agreement") consisting of a €375.0 million Euro-denominated term loan facility (the "EUR Term Loan") and a $280.0 million USD-denominated term loan facility (the "USD Term Loan") (collectively, the "Term Loan"). Effective on August 2, 2024, the Original Term Loan was extinguished and replaced with the Term Loan. The Term Loan maturity is February 28, 2029 and the interest rate is based on EURIBOR (for the EUR Term Loan) and Term SOFR (for the USD Term Loan), plus a margin which ranges between 1.60% and 2.60% (for the EUR Term Loan) and 1.90% and 2.60% (for the USD Term Loan) depending on the leverage. The Company paid banking and commitment fees of €2.8 million and $1.6 million on the Euro- and USD-denominated components, respectively, which are capitalized and amortized to "Finance cost, net" using the effective interest method over the life of the loan.

The Company made a voluntary prepayment of $50.0 million during the year ended September 30, 2025 and $100.0 million during the year ended September 30, 2024 towards the USD Term Loan.

ABL Facility and Revolving Credit Facility

On April 28, 2021, Birkenstock Limited Partner S.à r.l. also entered into an agreement for an asset-based lending facility (the "ABL Facility”) under which further loan capital of up to €200.0 million could be drawn down over a five-year period. The ABL Facility required a commitment fee of 0.375% of the drawable loan balance. This commitment fee was paid by the Company on a quarterly basis. The ABL Facility remained undrawn throughout the life of the facility.

On August 2, 2024, the ABL Facility was extinguished and replaced with a new revolving credit facility (the "Revolving Credit Facility" or "RCF") under the Term and Revolving Facilities Agreement. The Revolving Credit Facility allows to draw down further loan capital of €225.0 million until February 28, 2029 and requires a commitment fee of 0.50% of the drawable loan balance. This commitment fee is paid by the Company on a quarterly basis.

During the year ended September 30, 2025, €10.0 million of the €225.0 million RCF was separated to a new Ancillary Facility to be used for guarantees. As result, €215.0 million of the RCF is available and remains undrawn as of September 30, 2025.

Vendor Loan

On April 30, 2021, in connection with the acquisition of Birkenstock GmbH & Co. KG by Birkenstock Group BV & Co. KG, a subsidiary of the Holding, (the "Transaction"), the Holding entered into a vendor loan agreement with AB-Beteiligungs GmbH for an amount of €275.0 million (the “Vendor Loan”), which bears interest of 4.37% per annum. Interest is due annually upon the anniversary of the Transaction and, at the Company’s election, may be paid in cash or, if not paid in cash, accrues on each annual interest payment date and is included in the principal amount of the Vendor Loan on and following such interest payment date. The Vendor Loan matures on October 30, 2029, which maturity date may be extended at the Company’s election up to three times, with each extension up to six months.

The Company made a voluntary prepayment of €100.0 million towards the Vendor Loan during the year ended September 30, 2024. No voluntary prepayments were made during the year ended September 30, 2025.

Senior Notes

On April 29, 2021, Birkenstock Financing S.à r.l. issued notes in an aggregate principal amount of €430.0 million in a debt offering (the “Senior Notes”). The Senior Notes are scheduled to mature on April 30, 2029 and bear interest of 5.25% annually. Additionally, the Company paid banking and issuance fees of €14.3 million, which are capitalized and being amortized to interest expense using the effective interest method over the life of the Senior Notes.

As per the prepayment clause included in the Senior Notes, the Company recognized this agreement as a hybrid financial instrument which included an embedded derivative. The embedded derivative component was separated from the non-derivative host in the consolidated statements of financial position at fair value. The changes in the fair value of the derivative financial instrument were recognized in the consolidated statements of comprehensive income. See Note 4 - Fair value measurement for additional details.

Pledges

In order to secure the Senior Notes, the Holding pledged 100% of its equity interests in Birkenstock Financing S.à r.l. in favor of the applicable security agent.

Guarantors

The following table presents the guarantors for the Term Loans, the Revolving Credit Facility and the Senior Notes:

 

Guarantor

 

Term Loans

 

Revolving Credit
Facility

 

Senior Notes

1. Birkenstock Limited Partner S.à r.l.

 

Yes

 

Yes

 

Yes

2. Birkenstock Group B.V. & Co. KG

 

Yes

 

Yes

 

Yes

3. Birkenstock US BidCo Inc.

 

Yes

 

Yes

 

Yes

4. Birkenstock Components GmbH

 

Yes

 

Yes

 

Yes

5. Birkenstock Digital GmbH

 

Yes

 

Yes

 

Yes

6. Birkenstock Global Sales GmbH

 

Yes

 

Yes

 

Yes

7. Birkenstock IP GmbH

 

Yes

 

Yes

 

Yes

8. Birkenstock Productions Hessen GmbH

 

Yes

 

Yes

 

Yes

9. Birkenstock Productions Rheinland-Pfalz GmbH

 

Yes

 

Yes

 

Yes

10. Birkenstock Productions Sachsen GmbH

 

Yes

 

Yes

 

Yes

11. Birkenstock USA GP, LLC

 

Yes

 

Yes

 

Yes

12. Birkenstock USA, LP

 

Yes

 

Yes

 

Yes

13. Birkenstock USA digital LLC

 

Yes

 

Yes

 

Yes

 

14. Birkenstock Europe GmbH

 

Yes

 

Yes

 

No

 

15. Birkenstock Cosmetics GmbH

 

No

 

No

 

Yes

16. Birkenstock Cosmetics USA GP LLC

 

No

 

No

 

Yes

17. Birkenstock Cosmetics USA LP

 

No

 

No

 

Yes

 

Covenants

Term and Revolving Facilities Agreement

As part of the Term and Revolving Facilities Agreement that came into effect on August 2, 2024, as at March 31 and September 30 of each fiscal year, the Company's total net leverage ratio shall not exceed a ratio of 3.50:1.

As of September 30, 2025 and 2024, the Company was in compliance with all financial and non-financial covenants in its debt instruments.