Long-Term Debt and Other Borrowings |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Debt and Other Borrowings | Note 9: Long-Term Debt and Other Borrowings Long-term debt consisted of the following (in millions):
Credit Agreement On August 21, 2018, the Company entered into an initial $3.5 billion credit agreement (as amended from time to time, the “Credit Agreement”), comprised of an initial $2.7 billion senior secured term loan and a revolving credit facility (the “Revolver”). Term Loans On June 12, 2026, the Company amended the Credit Agreement to (i) reprice $847.5 million aggregate principal outstanding under a senior secured term loan (as amended, the “2033 Term Loan”), reducing the applicable interest rate from 1-month Term Secured Overnight Financing Rate (“SOFR”) plus 2.75% to 1-month Term SOFR plus 2.25%, (ii) extend the maturity date of the 2033 Term Loan from January 31, 2030 to June 12, 2033, and (iii) increase the principal amount of the 2033 Term Loan by $352.5 million. The proceeds were used to partially redeem the senior secured notes due in 2028 (discussed below). In connection with the amendment, the Company incurred additional debt transaction costs of $14.5 million, of which $10.0 million were capitalized and amortized over the remaining term of the loan and $4.5 million were recognized directly in Interest expense, net of interest income. As of June 30, 2026, the Company had $838.0 million in aggregate principal outstanding under a senior secured term loan due January 31, 2030 (the “2030 Term Loan”) and $1.2 billion in aggregate principal outstanding under the 2033 Term Loan (collectively referred to as the “Term Loans”). In 2025, the Company amended the Credit Agreement to reprice the Term Loans three times, reducing the applicable interest rates. In connection with the amendments, the Company incurred additional debt transaction costs, a portion of which was capitalized and will be amortized over the remaining terms of the Term Loans and the remainder of which was recognized directly in Interest expense, net of interest income. The Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of outstanding borrowings under the Term Loans, including any incremental borrowings. In 2025, the Company elected to prepay a total of $300.0 million in principal outstanding under the Term Loans. The Term Loans bear interest at a variable rate that the Company may select per the terms of the Credit Agreement. As of June 30, 2026, the Company elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.50% for the 2030 Term Loan and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.25% for the 2033 Term Loan. As of June 30, 2026, the effective interest rates were 6.36% and 6.19% for the 2030 Term Loan and the 2033 Term Loan, respectively. Revolver As of June 30, 2026, borrowing capacity under the Revolver was $1.0 billion. Borrowings under the Revolver, if any, bear interest at our option, at 1-month Term SOFR, plus an applicable rate varying from 1.75% to 2.75% based on achievement of certain Net Leverage Ratios (as defined in the Credit Agreement). The Revolver was undrawn as of June 30, 2026 and December 31, 2025 and matures on October 21, 2030. Senior Secured Notes due 2028 On May 22, 2020, the Company issued $650.0 million of senior secured notes due May 15, 2028 (the “2028 Notes”). Net proceeds from the 2028 Notes were $638.5 million, consisting of a $650.0 million aggregate principal amount less $11.5 million from issuance costs. The 2028 Notes were offered in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). On May 15, 2026, the Company completed a partial redemption of $100.0 million of the aggregate principal amount of the 2028 Notes. In addition, on June 15, 2026, the Company completed a partial redemption of $350.0 million of the aggregate principal amount of the 2028 Notes using proceeds from the increase in principal of the 2033 Term Loan (discussed above). These partial redemptions resulted in a loss on debt extinguishment of $2.0 million, which was recognized in Interest expense, net of interest income. Following these partial redemptions, $200.0 million aggregate principal amount of the 2028 Notes remained outstanding as of June 30, 2026. The 2028 Notes bear interest at a fixed rate of 6.75% and yielded an effective interest rate of 6.96% as of June 30, 2026. Senior Secured Notes due 2031 On August 24, 2023, the Company issued $400.0 million of senior secured notes due September 1, 2031 (the “2031 Notes”). Net proceeds from the 2031 Notes were $392.8 million, consisting of a $400.0 million aggregate principal amount less $7.2 million from issuance costs. The 2031 Notes were offered in a private placement exempt from registration under the Securities Act. The 2031 Notes bear interest at a fixed rate of 8.88% and yielded an effective interest rate of 9.09% as of June 30, 2026. Financial Covenant and Related Terms The Credit Agreement has a springing financial covenant, tested on the last day of each fiscal quarter if the outstanding borrowings under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the Net Leverage Ratio (as defined in the Credit Agreement) may not exceed 5.00 to 1.00. In addition, the Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes impose certain operating and financial restrictions on the Company, and in the event of certain defaults, all of the Company’s outstanding borrowings under the Credit Agreement, the 2028 Notes and the 2031 Notes, together with accrued interest and other fees, could become immediately due and payable. The Company was in compliance with all of the covenants under the Credit Agreement, the indenture governing the 2028 Notes and the indenture governing the 2031 Notes as of June 30, 2026 and December 31, 2025.
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