Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions MLSH 1’s majority owner is GTCR, LLC (“GTCR”). The Company’s General Counsel is an officer of MLSH 1 and MLSH 2. Payable to Related Parties Pursuant to the Tax Receivable Agreement We are a party to a TRA with MLSH 1 and MLSH 2. The TRA provides for the payment by us to MLSH 1 and MLSH 2, collectively, of 85% of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Organizational Transactions, our initial public offering (“IPO”) and any subsequent purchases or exchanges of LLC Units. The Company expects to benefit from the remaining 15% of any cash tax savings that it realizes. We recognize the amount of TRA payments expected to be paid within the next 12 months and classify this amount as current. This determination is based on our taxable income for the year ended December 31, 2024. As of June 30, 2025, there was no current liability under the TRA. As of December 31, 2023, the Company had derecognized the remaining $665.3 million non-current liability under the TRA after concluding it was not probable that the Company will be able to realize the remaining tax benefits based on estimates of future taxable income. As of December 31, 2024, the amount of the non-current liability amount that had been derecognized was $683.8 million. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. If the Company concludes in a future period that the tax benefits are more likely than not to be realized and releases its valuation allowance, the corresponding TRA liability amounts may be considered probable at that time and recorded on the consolidated balance sheet and within earnings. There have been no changes to our position set forth in the 2024 Form 10-K. The impact of any activity for the year ending December 31, 2025, including any LLC Unit exchanges or changes to our estimated U.S. federal, state and local income tax rates, will be included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 when amounts are determinable. As of June 30, 2025 and December 31, 2024, there were no liabilities outstanding under the TRA. During the three and six months ended June 30, 2025 and 2024, no payments were made to MLSH 1 or MLSH 2 pursuant to the TRA. Topco LLC Operating Agreement MLSH 1 is party to the LLC Operating Agreement put in place at the date of the Organizational Transactions. This agreement includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC. During each of the three and six months ended June 30, 2025, no such cash distributions were made for tax liabilities to MLSH 1 under this agreement. During each of the three and six months ended June 30, 2024, the Company made cash distributions of $0.6 million for tax liabilities to MLSH 1 under this agreement.
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