v3.26.1
Note 6 - Debt
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Debt Disclosure [Text Block]

6. Debt:

 

The following table presents short-term and long-term debt by issuance:

 

 

Issuance Date

Maturity Date

 

June 30, 2026

  

December 31, 2025

 

Short-term debt and current portion of long-term debt:

          

Term loan facility, net of debt issuance costs of $0.6

2/18/2026

2/19/2027

 $249.4  $— 

Syndicated revolving credit facility

Various

Various

  —   — 

Senior notes:

          

4.500% senior notes, less unamortized discount and debt issuance costs of $0.0

8/21/2025

8/15/2030

  —   750.0 

5.125% senior notes, less unamortized discount and debt issuance costs of $0.0

8/21/2025

2/15/2036

  —   750.0 

Finance lease liabilities

Various

Various

  8.3   8.9 

Short-term debt and current portion of long-term debt

  257.7   1,508.9 

Long-term debt:

          

Senior notes:

          

4.125% senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $4.1 and $4.8, respectively

3/6/2019

3/15/2029

  604.1   604.8 

4.450% senior notes, less unamortized discount and debt issuance costs of $(4.0) and $0.0, respectively

2/26/2026

3/15/2031

  496.0   — 

5.750% senior notes, less unamortized discount and debt issuance costs of $(6.5) and $(7.0), respectively

3/3/2023

4/1/2033

  493.5   493.0 

5.250% senior notes, less unamortized discount and debt issuance costs of $(12.0) and $(12.7), respectively

6/5/2024

6/5/2034

  588.0   587.3 

5.250% senior notes, less unamortized discount and debt issuance costs of $(6.9) and $(7.3), respectively

3/11/2025

3/15/2035

  693.1   692.7 

5.125% senior notes, less unamortized discount and debt issuance costs of $(5.0) and $0.0, respectively

2/26/2026

3/15/2036

  495.0   — 

5.500% senior notes, less unamortized discount and debt issuance costs of $(3.4) and $(3.5), respectively

5/15/2015

6/15/2045

  346.6   346.5 

3.625% senior notes, less unamortized discount and debt issuance costs of $(8.7) and $(8.9), respectively

5/13/2020

5/15/2050

  491.3   491.1 

Finance lease liabilities

Various

Various

  9.8   14.7 

Syndicated revolving credit facility debt issuance costs

Various

Various

  (1.6)  (1.8)

Long-term debt

  4,215.8   3,228.3 

Total debt

 $4,473.5  $4,737.2 

 

Senior Notes

 

As of June 30, 2026 and December 31, 2025, we had senior notes with an aggregate principal amount of $4,250.0 million and $4,750.0 million outstanding, respectively, and were in compliance with our financial and other covenants.

 

On February 26, 2026, we completed the issuances of $500.0 million aggregate principal amount of 4.450% senior notes due 2031 (the “2031 Senior Notes”) and $500.0 million aggregate principal amount of 5.125% senior notes due 2036 (the “2036 Senior Notes”). The 2031 Senior Notes will mature on March 15, 2031, and accrue interest at a fixed rate of 4.450% per annum, and the 2036 Senior Notes will mature on March 15, 2036, and accrue interest at a fixed rate of 5.125% per annum. Interest on both issuances is payable semiannually on March 15 and September 15 of each year, beginning September 15, 2026. The 2031 Senior Notes and 2036 Senior Notes were issued at a discount of $0.2 million and $0.8 million, and we incurred debt issuance costs of $4.1 million and $4.4 million, respectively. The original issuance discount and debt issuance costs were recorded in "Long-term debt" in the accompanying condensed consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the 2031 Senior Notes and 2036 Senior Notes. The net proceeds of the 2031 Senior Notes and 2036 Senior Notes were used to repay the amounts drawn from our syndicated revolving credit facility ("Syndicated Revolving Credit Facility") and part of the term loan facility ("Term Loan Facility"). The indenture governing the 2031 Senior Notes and 2036 Senior Notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. 

 

 

 

Special Mandatory Redemption

 

On  July 29, 2025, we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx"). The indenture governing the $750.0 million aggregate principal amount of 4.500% senior notes due 2030 (the "4.500% 2030 Senior Notes") and $750.0 million aggregate principal amount of 5.125% senior notes due 2036 (the "5.125% 2036 Senior Notes"), which were issued in connection with the AccuLynx acquisition, included a special mandatory redemption provision requiring us to redeem the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes in full upon the occurrence of certain events, including the termination of the acquisition agreement. Upon the termination of the acquisition agreement in accordance with its terms on  December 26, 2025, this provision was triggered and we notified the trustee on  December 29, 2025 that we will redeem the $1,500.0 million aggregate principal amount of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date. As a result, we recognized a total loss of $33.9 million related to the redemption of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes consisting of a 1.0% redemption premium of $15.0 million charged to "Net (loss) gain on early extinguishment of debt" and the amortization of deferred issuance costs and original issuance discounts of $18.9 million to "Interest expense, net" within the accompanying consolidated statements of operations for the year ended December 31, 2025. On January 6, 2026, pursuant to the special mandatory redemption provision, we redeemed the $1,500.0 million aggregate principal amount of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date.

 

Credit Facility

 

We have a Syndicated Revolving Credit Facility with a borrowing capacity of $1,250.0 million with Bank of America N.A., HSBC Bank USA, N.A., The Toronto-Dominion Bank, N.A., Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and The Northern Trust Company. The Syndicated Revolving Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). As of June 30, 2026, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. During the first quarter, we drew $750.0 million under our Syndicated Revolving Credit Facility for share repurchases under the accelerated share repurchase agreements, general corporate purposes, and the payment of related fees and expenses. We subsequently repaid the full amount prior to the end of the first quarter. As of June 30, 2026 and December 31, 2025, the available capacity under the Syndicated Revolving Credit Facility was $1,245.1 million and $1,245.4 million, which takes into account outstanding letters of credit of $4.9 million and $4.6 million, respectively.

 

Term Loan Facility 

 

On February 18, 2026, we entered into a term loan credit agreement with Wells Fargo Bank, National Association. The Term Loan Facility provides for a 364-day senior unsecured delayed draw term loan facility in an aggregate committed principal amount of $500.0 million and carries an interest rate of SOFR plus 95 basis points or a base rate. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest rate coverage ratio of not less than 3.00 to 1.00, and a maximum consolidated funded debt leverage ratio of not greater than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. The proceeds of the Term Loan Facility were used to finance, together with $750.0 million under the Company’s existing Syndicated Revolving Credit Facility, share repurchases under the accelerated share repurchase agreements, for general corporate purposes and to pay related fees and expenses. As of June 30, 2026, we had $250.0 million outstanding under the Term Loan Facility.