Debt |
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| BW Ultimate Parent, LLC and Subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Debt |
On April 2, 2021, the Company entered into a credit facility which was subsequently amended on November 23, 2022 (the “2021 Credit Facility”). The 2021 Credit Facility includes a $410,000 term loan (the “2021 Term Loan”) with a seven-year maturity and a $150,000 revolver (the “2021 Revolver”) with a five-year maturity. The 2021 Credit Facility was further amended on May 26, 2023 (the “2023 Amendment”), to replace the benchmark interest rate from LIBOR to SOFR as of July 1, 2023, and to adopt other conforming changes. The Company elected to apply the optional expedient within FASB ASC 848, Reference Rate Reform, and determined that the 2023 Amendment was a debt modification in accordance with FASB ASC 470-50, Debt – Modifications and Extinguishments. There was no material impact to the accompanying unaudited Condensed Consolidated Financial Statements for these changes. On May 30, 2025, the Company entered into an additional amendment to the Credit Facility with the Existing Revolver Lenders and extended the maturity date of the 2021 Revolver from April 2, 2026, to April 2, 2027 (the “First 2025 Credit Amendment”). On December 18, 2025, the Company entered into an additional amendment to the Credit Facility with the Existing Revolver Lenders (the “Second 2025 Credit Amendment” and together with the First 2025 Credit Amendment, the “2025 Credit Amendments”) and extended the maturity date of the 2021 Revolver from April 2, 2027, to April 2, 2028, lowered the interest rate by 25 basis points, and eliminated an upfront fee of 0.10% for each consenting Existing Revolving Credit Commitment. The Company determined the 2025 Credit Amendments to be debt modifications in accordance with FASB ASC 470-50. The fees associated with the 2025 Credit Amendments were immaterial. As of March 31, 2026, the interest rate under the 2021 Term Loan is 275 basis points (7.28% as of March 31, 2026) and the interest rate under the 2021 Revolver is SOFR plus 275 basis points (6.17% as of March 31, 2026). Principal on the 2021 Term Loan is payable in quarterly installments of $1,025, with a balloon payment of the remaining outstanding balance due upon maturity in April 2028. Borrowings on the 2021 Revolver are due upon maturity in April 2028. As of March 31, 2026, the Company has $110,000 available for future borrowings under its 2021 Revolver facility, of which $3,127 is committed to undrawn letters of credit. Debt components as of March 31, 2026, and December 31, 2025, are summarized as follows:
Scheduled principal payments of debts as of March 31, 2026, are as follows:
The 2021 Term Loan and 2021 Revolver are prepayable in accordance with the loan agreements without a prepayment penalty. In addition to contractually scheduled maturities, if certain excess free cash flow thresholds are achieved, as defined by the 2021 Credit Facility, and there is an outstanding balance on the 2021 Term Loan at the end of the respective calendar year, the Company will be obligated to prepay a certain amount of principal, as defined by the 2021 Credit Facility, within 125 days of the respective calendar year end. The 2021 Credit Facility is guaranteed by the Company. Under the 2021 Credit Facility, the Company is required to maintain compliance with certain financial and non-financial covenants. As of March 31, 2026, the Company was in compliance with its covenants. Interest activity for debt for the periods presented is as follows:
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