v3.26.1
DEBT
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
Credit Facility

As of March 31, 2026, we had $530.0 million in outstanding borrowings under our $1.25 billion five-year unsecured credit facility (the “Credit Facility”), of which $250.0 million is a three-year, unsecured term loan (the “Term Loan”), with a weighted average effective interest rate for the three months ended March 31, 2026, of 4.7%, excluding any impact of our interest rate swap. At December 31, 2025, we had $398.0 million outstanding under the Credit Facility, of which $250.0 million is the Term Loan, with a full year weighted average effective interest rate of 5.3%, excluding any impact of our interest rate swap. At March 31, 2026, we had remaining borrowing availability of $718.2 million under our $1.25 billion Credit Facility. The funds available under our Credit Facility reflect a reduction due to the issuance of letters of credit, which were primarily issued in connection with our workers’ compensation insurance policy, for $1.8 million.

Borrowings in U.S. dollars under our Credit Facility bear interest at a per annum rate, determined at our option, equal to either of the following as defined in the credit agreement for our Credit Facility: (1) a base rate (determined as the greatest of (i) the prime rate, (ii) the NYFRB Rate plus 0.50% and (iii) the Adjusted Term SOFR Rate for a one-month Interest Period plus 1% (but not less than 1%)), plus a margin rate ranging from 0.0% to 0.375% based on our consolidated leverage ratio; (2) the Adjusted Term SOFR Rate, plus a margin rate ranging from 0.875% to 1.375% based on our consolidated leverage ratio; or (3) the Adjusted Daily Simple SOFR Rate, plus a margin rate ranging from 0.875% to 1.375% based on our consolidated leverage ratio. In addition to U.S. dollar borrowings, borrowings under our Credit Facility are also available in certain specific foreign currencies, bearing interest based on rates customary for such foreign currencies and subject to the same applicable margin rates based on our consolidated leverage ratio as for our U.S. dollar borrowings. Under our Credit Facility, we also pay on a quarterly basis commitment fees ranging from 0.075% to 0.25% per annum, based on our consolidated leverage ratio, on any unused commitment.

We have entered into an interest rate swap contract to reduce the effect of variable interest obligations of our Term Loan. Refer to “Note 19. Hedging Instruments” for a discussion of our derivative instruments and hedging activity.
The obligations under our Credit Facility may be accelerated upon the occurrence of an event of default under our Credit Facility, which includes customary events of default, including payment defaults, defaults in the performance of the affirmative, negative and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the failure to pay specified indebtedness, and a change of control default. Our Credit Facility contains affirmative, negative, and financial covenants customary for financings of this type. The negative covenants include restrictions on liens, indebtedness of subsidiaries of the Company, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation, amortization, share-based compensation expense, and certain other non-cash losses and charges, which is defined as the consolidated leverage ratio under the terms of our Credit Facility, not to exceed 3.5-to-1. As of March 31, 2026, we were in compliance with the covenants of our Credit Facility.

Senior Notes

The following describes all of our currently outstanding unsecured senior notes issued and sold in private placements (collectively, the “Senior Notes”) as of March 31, 2026:
(Principal Amounts in thousands)
Issue DateDue DateSeriesPrincipal AmountCoupon RateSenior Notes Agreement
9/4/20149/4/20262026 Senior Notes$75,000 3.72 %NY Life 2014 Note Agreement
4/14/20204/14/2030Prudential 2030 Series D Notes$75,000 2.50 %Prudential 2015 Amended Agreement
2/12/20152/12/20272027 Series B Notes$75,000 3.72 %MetLife 2014 Note Agreement
3/14/20193/14/20292029 Series C Notes$100,000 4.19 %MetLife 2014 Note Agreement
4/2/20204/2/2030MetLife 2030 Series D Notes$125,000 2.50 %MetLife 2014 Note Agreement

The Senior Note Agreements contain affirmative, negative, and financial covenants customary for agreements of this type. The negative covenants include restrictions on liens, indebtedness of our subsidiaries, priority indebtedness, fundamental changes, investments, transactions with affiliates, certain restrictive agreements, and violations of sanctions laws and regulations. The sole financial covenant is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation, amortization, share-based compensation expense, and certain other non-cash losses and charges, as defined in the Senior Note Agreements, not to exceed 3.5-to-1. As of March 31, 2026, we were in compliance with the covenants of the Senior Note Agreements.

Should we elect to prepay the Senior Notes, such aggregate prepayment will include the applicable make-whole amount(s), as defined within the applicable Senior Note Agreements. Additionally, in the event of a change in control of the Company or upon the disposition of certain assets of the Company the proceeds of which are not reinvested (as defined in the Senior Note Agreements), we may be required to prepay all or a portion of the Senior Notes. The obligations under the Senior Notes may be accelerated upon the occurrence of an event of default under the applicable Senior Note Agreement, each of which includes customary events of default including payment defaults, defaults in the performance of the affirmative, negative and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, defaults relating to judgments, certain events related to ERISA, the failure to pay specified indebtedness, and a change of control default.