v3.25.3
DEBT
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Debt obligations consist of the following:
Maturity DateSeptember 30,
2025
December 31,
2024
Term loan facility
2021 Term LoanJanuary 3, 2029$2,157 $2,157 
Revolving Credit FacilityMay 20, 2030— — 
Senior notes
4.125% Senior Notes
July 15, 2029337 337 
4.750% Senior Notes
October 15, 2029277 277 
Other obligations
Total debt obligations2,776 2,776 
Less: unamortized deferred financing costs(18)(23)
Total debt, net of deferred financing costs2,758 2,753 
Less: short-term and current portion of long-term debt(5)(4)
Long-term debt, less current portion$2,753 $2,749 
Term loan facility
As of September 30, 2025, the Company had $2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 0.75% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%.
The interest rate applicable to borrowings under the $750 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 0.50%, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.50%.
As of September 30, 2025 and December 31, 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $744 and $494 was available at September 30, 2025 and December 31, 2024, respectively, after giving effect to $6 of outstanding letters of credit.
In the second quarter of 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $500 to $750, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").
During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the CSA. In connection with this transaction, the Company added approximately $550 of incremental principal to the 2021 Term Loan. The proceeds were used to fully repay the remaining $330 balance of the 2019 Term Loan, to pay down $100 outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition.
During 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
As of September 30, 2025 and December 31, 2024, the Company was in compliance with all applicable debt covenants.
Swap activity
As of September 30, 2025, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the term loans is 5.34% and the swapped $400 notional value of the term loans is 5.16% through the maturity of the swaps. The remaining $1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. Refer to Note 8 – "Derivatives" for additional information.
Senior notes
4.125% Senior Notes
During 2022, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The balance as of September 30, 2025 was $337.
4.750% Senior Notes
During 2022, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of September 30, 2025 was $277.
The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of September 30, 2025, and December 31, 2024.
Other obligations
As of September 30, 2025 and December 31, 2024, the Company had $5 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.