Debt |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Note 7 - Debt Debt included the following:
On February 19, 2019, the Company issued $300.0 million of Senior Unsecured Notes due in 2027 (“Senior Unsecured Notes”) and entered into a senior secured credit facility (“Existing Credit Agreement”) consisting of (i) a $1,040.0 million term loan facility (“Old USD Term Loans”), (ii) a €450.0 million term loan facility (“Old EUR Term Loans” and together with the Old USD Term Loans the “Old Term Loans”) and (iii) an $80.0 million revolving credit facility that was amended in 2023 to increase the borrowing capacity to $150.0 million, which remained undrawn at June 30, 2025 Refinancing On February 21, 2025 (the “Amendment Effective Date”), the Company entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the Existing Credit Agreement. The Refinancing Amendment provided for a new tranche of senior secured fixed rate incremental term loans denominated in U.S. dollars in an aggregate principal amount of $580.0 million (the “New USD Term Loans”) and a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million (the “New EUR Term Loans” and together with the New USD Term Loans, the “New Term Loans”). The proceeds from the New Terms Loans were used to retire and repay the following debts: •Old USD Term Loans, with a $579.2 million principal amount as of the Amendment Effective Date, and •Old EUR Term Loans, with a €419.0 million principal amount as of the Amendment Effective Date Maturity The New Term Loans are scheduled to mature on February 21, 2030. However, if the Company has more than $25.0 million of its Senior Unsecured Notes (or any refinancing of those notes) that are due before May 23, 2030 (which is 91 days after February 21, 2030), then the New Euro Term Loans will instead be due 91 days before the maturity date of those notes. Priority The obligations under the Existing Credit Agreement were and the obligations under the Refinancing Amendment continue to be secured by a first priority lien on substantially all of the loan parties’ assets. Permitted Debt Exchange Offer The Company had the option to exchange the New USD Term Loans for notes with similar economics as the New USD Term Loans being exchanged (the “Permitted Debt Exchange Offer”). Lenders were not obligated to participate in the exchange when it was exercised by the Company. On May 5, 2025 (the “Permitted Debt Exchange Date”) the Company completed its option to exchange the New USD Term Loans for Senior Secured Notes. After the Permitted Debt Exchange Offer, the Company continued to have $40.1 million in New USD Term Loans outstanding. Interest Rate The New USD Term Loans have a fixed interest rate of 11.25% per year. This rate was set to increase to 12.25% on May 14, 2025, and then to 13.25% on August 14, 2025. However, when the Company executed a Permitted Debt Exchange Offer in May 2025, the interest rate was permanently set to 11.25%. The New EUR Term Loans will accrue interest at the Adjusted Eurodollar Rate plus 6.00% per annum. The Adjusted Eurodollar Rate is defined in the Refinancing Amendment and is interest rate per annum, rounded upwards to the nearest 1/16 of 1.0% equal to (a) the Eurodollar Rate for such period (EURIBOR) multiplied by (b) the Statutory Reserve Rate. If this calculated rate is less than zero, it will be considered zero instead for that period. Repayment The New USD Term Loans must be fully repaid at maturity. The New EUR Term Loans will amortize at 5.0% per annum, payable in equal quarterly installments beginning on June 30, 2025. Prepayment Premium On the New USD Term Loans, prepayment prior to the fourth anniversary of the Amendment Effective Date will be subject to a prepayment premium equal to: •a make-whole amount if made prior to the second anniversary of the Amendment Effective Date •5.625% of the principal amount prepaid if made on or after the second anniversary of the Amendment Effective Date but prior to the third anniversary of the Amendment Effective Date •2.813% of the principal amount prepaid if made on or after the third anniversary of the Amendment Effective Date but prior to the fourth anniversary of the Amendment Effective Date With respect to the New EUR Term Loans, any prepayment on or prior to the second anniversary of the Amendment Effective Date will be subject to a prepayment premium equal to: •a make-whole amount if made prior to the first anniversary of the Amendment Effective Date •1.00% of the principal amount of the New EUR Term Loans prepaid if made on or after the first anniversary of the Amendment Effective Date but prior to the second anniversary of the Amendment Effective Date The prepayment of New Term Loans in connection with the Permitted Debt Exchange was not subject to prepayment premiums. In accordance with ASC 470-50-40-2 - Debt - Modifications and Extinguishments (“ASC 470”), the Company recorded a loss on debt extinguishment of $5.5 million within “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations relating to the refinance of the Old Term Loans. Additionally, $3.2 million related to third-party debt issuance costs and discounts related to the new debt were expensed as “Other non-operating (expense) income – net” in the Condensed Consolidated Statements of Operations. Debt issuance costs and discounts related to the New Term Loans are reported in the Condensed Consolidated Balance Sheets as a direct deduction from the face amount of the debt. These costs are amortized as a component of Interest expense in the Consolidated Statements of Operations utilizing the effective interest method. Senior Secured Notes The Company exercised its option to exchange its New USD Term Loans, on a dollar-for-dollar basis, up to an aggregate principal amount of $580.0 million, pursuant to the Refinance Agreement, for newly issued 11.250% Senior Secured Notes due 2030 (the “Senior Secured Notes”). The Company issued Senior Secured Notes in an aggregate principal amount of $539.9 million, pursuant to an Indenture, dated as of May 5, 2025 (the “Indenture”). Interest The Senior Secured Notes mature on February 21, 2030 unless earlier redeemed or repurchased. No sinking fund is provided for the Senior Secured Notes. Interest is payable semi-annually in arrears on May 1 and November 1 of each year, at a rate of 11.250% per year. Ranking, Guarantees and Security The obligations under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s wholly-owned domestic restricted subsidiaries, and secured by a first priority security interest in substantially all of the existing and future assets of the Company. Optional Redemption Prior to February 21, 2027, the Company may redeem the Senior Secured Notes at its option at a redemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest. On or after February 21, 2027, the Company may redeem the Senior Secured Notes at its option. The redemption price if redeemed during the twelve-month period beginning on February 21 of the year indicated below: •2027 at 105.625% •2028 at 102.813% •2029 at 100.000% The Company may also redeem the Senior Secured Notes prior to February 21, 2027 in an amount equal to the net cash proceeds received by the Company from any equity offering at a redemption price equal to 111.250% of the principal amount plus accrued and unpaid interest, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Senior Secured Notes, provided that the redemption takes place not later than 180 days after the closing of the related equity offering; and not less than 50% of the aggregate principal amount of the Senior Secured Notes remains outstanding immediately thereafter, unless all such Senior Secured Notes are redeemed substantially concurrently. Change of Control If the Company experiences a change of control, the Company must offer to repurchase the Senior Secured Notes from the holders thereof at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. Covenants and Events of Default The terms of the Indenture, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, the Company’s capital stock; (iii) make loans and investments; (iv) prepay, redeem or repurchase indebtedness; (v) incur liens securing indebtedness; (vi) enter into transactions with affiliates; (vii) consolidate, merge or convey, transfer or lease all or substantially all of its assets; (viii) enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the Company; (ix) designate the Company’s subsidiaries as unrestricted subsidiaries; and (x) transfer or sell assets. The Senior Secured Note issuance was accounted for as a continuation of the original refinance and $2.8 million of third-party costs incurred in connection with the Permitted Debt Exchange do not represent debt issuance costs. ASC 470 requires such costs to be immediately expensed as incurred. These costs were recorded as “Other non-operating (expense) income – net” in the Condensed Consolidated Statements of Operations As of the Permitted Debt Exchange Date, the Company had previously unamortized deferred fees and premiums of approximately $4.7 million allocated to the lenders of the New USD Term Loans that participated in the Exchange. These costs are reported in the Condensed Consolidated Balance Sheets as a direct deduction from the face amount of the Senior Secured Notes. These costs are amortized as a component of Interest expense in the Consolidated Statements of Operations utilizing the effective interest method. For the three and six months ended June 30, 2025, the Company expensed $2.8 million and $6.0 million, respectively, in third-party costs related to the Refinancing Amendment and Permitted Debt Exchange that did not qualify as debt issuance costs under ASC 470. The Company recognized no loss on debt extinguishment for the three months ended June 30, 2025, and recorded a $5.5 million loss for the six months ended June 30, 2025. No comparable costs or losses were recorded during the three and six months ended June 30, 2024. As of June 30, 2025, the Company was compliant with all debt covenants and obligations.
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