v3.25.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data.
Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement.
As of March 31, 2025, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps, cross currency interest rate swaps, foreign currency forward contracts and non-employee earnout shares. The fair value of the Company’s interest rate swaps has been primarily calculated by using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of the Company’s cross currency interest rate swaps has been calculated by using discounted cash flows of the contracts using market observable inputs including currency spot and forward rates of the underlying currencies. The fair value of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, such as currency spot rates and forward rates. The fair value of non-employee earnout shares is determined using the Monte Carlo valuation method.
Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis:
Asset/ (Liability)
(in $ millions)Fair Value
 Hierarchy		March 31,
2025		December 31,
2024
Interest rate swap assetLevel 2$— $27 
Interest rate swap liabilityLevel 2(19)— 
Cross currency interest rate swap liability
Level 2(7)— 
Foreign currency forward contract liability
Level 2
(1)— 
Non-employee earnout sharesLevel 3(59)(133)
Inherent in the Monte Carlo valuation method, used to value earnout shares, are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.
The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities:
March 31,
2025		December 31,
2024
Stock price ($)$7.26$9.28
Risk-free interest rate3.89%4.26%
Volatility41.0%44.0%
Expected term (years)2.22.4
Expected dividends0.0%0.0%
Fair value ($) (per earnout share – Tranche 1)$3.06$6.50
Fair value ($) (per earnout share – Tranche 2)$2.06$5.11
The following table presents changes in Level 3 financial liabilities measured at fair value during the three months March 31, 2025:
(in $ millions)
Earnout Shares (Amount)
Balance as of December 31, 2024$133 
Change in fair value(74)
Balance as of March 31, 2025$59 
The Company does not measure its debt at fair value in its consolidated balance sheets. The fair value of the Company’s long-term debt is determined based on quoted prices in inactive markets for identical debt instruments, or for similar debt instruments, when traded as assets
The fair values of the Company’s outstanding senior secured term loans are as follows:
March 31, 2025December 31, 2024
(in $ millions)Fair
Value
Hierarchy
Carrying
amount(1)
Fair value
Carrying
amount (1)
Fair value
Senior secured term loans - amended and restatedLevel 2$1,375 $1,388 $1,376 $1,405 
_____________________________________________________________
(1)Represents outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs.
The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.
Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.