v3.26.1
Debt
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt
7.
Debt

As of March 31, 2026 and December 31, 2025, our debt consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Notes

 

$

500,000

 

 

$

500,000

 

2025 Revolving Credit Facility

 

 

45,000

 

 

 

70,000

 

Other

 

 

463

 

 

 

726

 

Total debt

 

 

545,463

 

 

 

570,726

 

Current portion of long-term debt

 

 

(433

)

 

 

(692

)

Unamortized debt issuance costs

 

 

(9,924

)

 

 

(10,441

)

Total long-term debt

 

$

535,106

 

 

$

559,593

 

Notes

In November 2025, OpCo, as the issuer, issued $500.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due 2030 (the “Notes”).

In connection with the offering of the Notes, OpCo and each of the Guarantors (as defined below) entered into an indenture (the “Indenture”), with UMB Bank, N.A., as trustee, relating to the issuance of the Notes. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with OpCo’s unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of OpCo’s existing subsidiaries (collectively, the “Guarantors”).

At any time prior to December 1, 2027, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including any additional notes) issued under the Indenture at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time after December 1, 2027, OpCo may also redeem all or a part of the Notes of such series at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a Change of Control (as defined in the Indenture) occurs with respect to any series of notes (along with a downgrade of the notes by two rating agencies), OpCo may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of OpCo’s and the Guarantors’ existing and future senior indebtedness and senior to all of the OpCo’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of OpCo’s and the Guarantors’ existing and future secured debt, including debt under OpCo’s 2025 Revolving Credit Facility (as defined below), to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of OpCo’s that do not guarantee the Notes.

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Carrying Amount

 

 

Estimated Fair Value (1)

 

 

Carrying Amount

 

 

Estimated Fair Value (1)

 

Notes

 

$

500,000

 

 

$

506,250

 

 

$

500,000

 

 

$

506,875

 

(1)
The fair value was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.

2025 Revolving Credit Facility

In November 2025, OpCo entered into a revolving credit agreement (the “2025 Revolving Credit Facility”) which provides for lender commitments of $275.0 million and matures on the earlier of (a) June 30, 2030, and (b) the date that is 91 days prior to the stated maturity of the Notes, if, on such date, the outstanding principal amount of the Notes is greater than $50 million (the “Maturity Date”). Borrowings under the 2025 Revolving Credit Facility are secured by a first-priority lien on substantially all assets of OpCo and its subsidiaries, and

is also guaranteed by each of its subsidiaries. The weighted average interest rate on the total amount of borrowings under the 2025 Revolving Credit Facility for the three months ended March 31, 2026 was 6.07%.

Short-term debt issuance costs of $0.6 million associated with the 2025 Revolving Credit Facility Agreement as of March 31, 2026 and December 31, 2025, respectively, are deferred and presented in prepaid expenses and other current assets on the consolidated balance sheets. Long-term debt issuance costs of $2.1 million and $2.2 million associated with the 2025 Revolving Credit Facility Agreement as of March 31, 2026 and December 31, 2025, respectively, are deferred and presented in other assets on the condensed consolidated balance sheets.

The 2025 Revolving Credit Facility provides for revolving borrowings subject to compliance with various financial and other covenants common in such agreements that apply to OpCo and its restricted subsidiaries, including (i) a minimum interest coverage ratio of 2.50:1.00, (ii) a maximum total net leverage ratio of 5.00:1.00, provided that the maximum total net leverage ratio may step up to 5.25:1.00 for the fiscal quarter in which a Permitted Acquisition (as defined in the 2025 Revolving Credit Facility) occurs and the two fiscal quarters following, and (iii) a maximum senior secured net leverage ratio of 3.50:1.00, in each case, measured as of the end of each fiscal quarter.

These covenants are subject to exceptions and qualifications provided in the 2025 Revolving Credit Facility, including the ability to make unlimited restricted payments subject to (i) a maximum net total leverage ratio of less than 4.50:1.00, (ii) minimum liquidity of 5% (with “liquidity” including unrestricted cash on hand of OpCo and its subsidiaries plus availability under the 2025 Revolving Credit Facility), and (iii) such other restricted payments customarily permitted for publicly traded companies with a similar market capitalization as the Company. As of March 31, 2026, the Company was in compliance with these debt covenants.

Principal amounts borrowed under the 2025 Revolving Credit Facility may be prepaid from time to time and commitments thereunder may be terminated without premium or penalty. Any principal amounts outstanding on the Maturity Date will become due and payable on such date.

At OpCo’s election, principal amounts under the 2025 Revolving Credit Facility may be borrowed as Term SOFR Loans or Base Rate Loans. Term SOFR Loans under the 2025 Revolving Credit Facility bear interest at a variable rate equal to Term SOFR for the applicable tenor plus a leverage-based applicable margin between 2.00% and 3.00% per annum. Interest on all outstanding Term SOFR Loans is payable on the last business day of the applicable interest period. Base Rate Loans under the 2025 Revolving Credit Facility bear interest at a rate per annum equal to (x) the highest of (i) the rate of interest published by The Wall Street Journal, (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case plus a leverage-based applicable margin between 1.00% and 2.00% per annum. Interest on all outstanding Base Rate Loans is payable quarterly in arrears. OpCo will also pay a commitment fee between 0.375% and 0.50% based on the undrawn commitment amounts under the 2025 Revolving Credit Facility.