v3.26.1
CREDIT FACILITIES
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
CREDIT FACILITIES CREDIT FACILITIES
We are party to a credit agreement (Credit Facility) with Bank of America, N.A., as Administrative Agent, and the lenders party thereto, which, as of an April 2026 amendment (April 2026 Amendment), includes a new term loan in the original principal amount of $250.0 (Term A Loan), a term loan in the original principal amount of $500.0 (Term B Loan), and a $1,750.0 revolving credit facility (Revolver). Prior to the April 2026 Amendment, the Credit Facility included a term loan in the original principal amount of $250.0 (Refinanced Term A Loan), the Term B Loan, and commitments of $750.0 under the Revolver. The Refinanced Term A Loan was fully repaid at closing of the April 2026 Amendment, using a substantial portion of the proceeds of the Term A Loan. Notwithstanding the repayment of the Refinanced Term A Loan in full and its replacement with the Term A Loan, for accounting purposes, this transaction was treated as a non-substantial modification of the Refinanced Term A Loan. Term A Loan (or its predecessor term loan, the Refinanced Term A Loan) and the Term B Loan are referred to as the "Term Loans."

The Term A Loan and the Revolver each mature in April 2031. The Term B Loan matures in June 2031. The Term A Loan requires quarterly principal repayments of $3.125 (commencing in September 2026). The Term B Loan requires quarterly principal repayments of $1.250. Both Term Loans require a lump sum repayment of the remainder outstanding at maturity.

Prior to the April 2026 Amendment, (a) borrowings under the Revolver bore interest, depending on the currency of the borrowing and our election for such currency, at: (i) term Secured Overnight Financing Rate (Term SOFR) plus 0.1% (Adjusted Term SOFR), (ii) Base Rate, (iii) Canadian Prime, (iv) an Alternative Currency Daily Rate, or (v) an Alternative Currency Term Rate plus a specified margin (each as defined in the Credit Facility prior to the April 2026 Amendment); (b) the margin for borrowings under the Revolver ranged from 1.50% to 2.25%, or from 0.50% to 1.25%, in each case depending on the rate we selected and a defined net leverage ratio; (c) commitment fees ranged from 0.30% to 0.45%, depending on our defined net leverage ratio; and (d) outstanding amounts under the Refinanced Term A Loan bore interest at Adjusted Term SOFR or Base Rate, plus a margin ranging from 1.50% to 2.25% for Adjusted Term SOFR borrowings and from 0.50% to 1.25% for Base Rate borrowings, in each case depending on the rate we selected and our defined net leverage ratio.

Subsequent to the April 2026 Amendment, (a) borrowings under the Revolver bear interest at varying rates (as specified therein), plus a margin ranging from 1.00% to 1.75%, or from 0.05% to 0.75%, in each case depending on the currencies of the borrowings we select and the corporate rating of the Company (as defined in the Credit Facility); (b) commitment fees range from 0.100% to 0.275%, depending on the corporate rating of the Company (as defined in the Credit Facility); (c) outstanding amounts under the Term A Loan bear interest at varying rates (as specified therein), plus a margin ranging from 1.00% to 1.75%, or from 0.05% to 0.75%, in each case depending on the rate we select and the corporate rating of the Company (as defined in the Credit Facility).
Outstanding amounts under the Term B Loan bear interest at Term SOFR plus 1.75% or the Base Rate plus 0.75%, depending on the rate we select.

At June 30, 2026, outstanding borrowings under the Term A Loan bore interest at Term SOFR plus 1.50%; outstanding borrowings under the Term B Loan bore interest at Term SOFR plus 1.75%.

The Credit Facility has an accordion feature that allows us to increase the Term Loans and/or commitments under the Revolver by an amount equal to the sum of (i) the greater of $700.0 and 10% of our consolidated total assets as of the date of the incurrence of such incremental borrowings, (ii) voluntary repayments and certain other retirements of the Term A Loan, and (iii) an unlimited amount to the extent that certain defined leverage ratios do not exceed specified limits, in each case subject to the satisfaction of certain terms and conditions.

The Revolver also includes a $100.0 sub-limit for swing line loans, providing for short-term borrowings up to a maximum of ten business days, as well as a $300.0 sub-limit for letters of credit (L/Cs), in each case subject to the overall Revolver credit limit.

We are also required to make annual prepayments of outstanding obligations under the Credit Facility (applied first to the Term Loans, then to the Revolver, in the manner set forth in the Credit Facility) ranging from 0% to 50% (based on a defined leverage ratio) of specified excess cash flow for the prior fiscal year. No prepayments based on excess cash flow were required in 2025, or will be required in 2026. In addition, prepayments of outstanding obligations under the Credit Facility (applied as described above) may also be required in the amount of specified net cash proceeds received above a specified annual threshold (including proceeds from the disposal of certain assets). No prepayments based on net cash proceeds were required in 2025, or will be required in 2026. Any outstanding amounts under the Revolver are due at maturity.

Our obligations under the Credit Facility and the obligations of the guarantees provided by our subsidiaries are secured by substantially all of our assets of the Company and of the subsidiary guarantors. The April 2026 Amendment adds a collateral fallaway provision under which the liens securing (x) our obligations under the Credit Facility and (y) the guarantees provided by certain subsidiaries will be automatically released upon the satisfaction of specified conditions. These conditions include (a) the Company obtaining and maintaining investment grade credit ratings from at least two nationally recognized statistical rating organizations, (b) the repayment in full of all outstanding principal of, accrued interest on, and prepayment premiums and all other amounts in respect of the Term B Loan and any incremental Term B Loan and (c) the absence of any default or event of default under the Credit Facility as of the date of such collateral fallaway.

We are required to comply with certain restrictive covenants under the Credit Facility, including those relating to the incurrence of certain indebtedness, the existence of certain liens, the sale of certain assets, specified investments and payments, sale and leaseback transactions, and certain financial covenants relating to a defined interest coverage ratio and leverage ratio that are tested on a quarterly basis. Our Credit Facility also limits share repurchases for cancellation if our consolidated secured leverage ratio (as defined in such facility) exceeds a specified amount (Repurchase Restriction). At June 30, 2026 and December 31, 2025, we were in compliance with all restrictive and financial covenants under the Credit Facility, and the Repurchase Restriction was not exceeded.

We have entered into interest rate swap agreements to hedge against our exposures to the interest rate variability on a portion of the Term Loans. See note 14 for further detail.
The following table sets forth, at the dates shown, outstanding borrowings under the Credit Facility, excluding ordinary course L/Cs; notional amounts under our interest rate swap agreements; and outstanding finance lease obligations:
Outstanding borrowings
Notional amounts under interest rate swaps (note 14)
June 30
2026		December 31
2025		June 30
2026		December 31
2025
Borrowings under the Revolver $— $— $— $— 
Borrowings under the Term Loans:
Refinanced Term A Loan$— $231.2 $— $120.0 
Term A Loan250.0 — 120.0 — 
Term B Loan490.0 492.5 230.0 230.0 
    Total
$740.0 $723.7 $350.0 $350.0 
Total borrowings under Credit Facility$740.0 $723.7 
Unamortized debt issuance costs related to the Term Loans(5.1)(5.2)
Finance lease obligations (see note 6)
75.5 58.0 
$810.4 $776.5 
Total Credit Facility and finance lease obligations:
Current portion$26.4 $26.0 
Long-term portion784.0 750.5 
$810.4 $776.5 
The following table sets forth, at the dates shown, information regarding outstanding L/Cs, guarantees, surety bonds and overdraft facilities:
June 30
2026		December 31
2025
Outstanding L/Cs under the Revolver$10.4 $10.8 
Outstanding bank guarantees and surety bonds outside the Revolver37.0 38.1 
Total$47.4 $48.9 
Available uncommitted bank overdraft facilities$211.9 $198.5 
Amounts outstanding under available uncommitted bank overdraft facilities$— $—