v3.26.1
DEBT
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
The carrying amount of long-term debt consisted of the following (in thousands):
June 30, 2026December 31, 2025
Senior Credit Facilities (as defined below)$2,207,832 $1,706,812 
Senior Notes (as defined below)502,646 582,013 
Convertible Notes (as defined below)(1)
345,000 920,000 
Finance lease liabilities2,873 2,954 
Total debt3,058,351 3,211,779 
Less: Unamortized debt discount(2,198)(3,436)
Less: Unamortized debt issuance costs(10,968)(14,416)
Less: Current portion of long-term debt(1)
(18,060)(593,535)
Total long-term debt$3,027,125 $2,600,392 
(1)The 2026 Notes (as defined and described below), which were included within the current portion of long-term debt as of December 31, 2025, matured in March 2026.
Senior Credit Facilities. The fourth amended and restated credit agreement among the Company and its lenders, dated as of February 22, 2023 (as amended and restated, the “Credit Agreement”), provides for senior secured term loans in original aggregate principal amounts of (i) $250.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of June 30, 2026) (the “Term Loan B-2”), (ii) $775.0 million maturing in 2029 (subject to adjustment as described in the footnotes to the table below summarizing the Company's outstanding term loans as of June 30, 2026) (the “Term Loan B-3”) and (iii) $800.0 million maturing in 2028 (the “Term Loan B-4”), as well as a $1.25 billion revolving credit facility maturing in 2028 (the “Revolving Credit Facility” and, together with the Term Loan B-2, the Term Loan B-3 and the Term Loan B-4, the “Senior Credit Facilities”). The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20% per annum and 0.30% per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement).
Under the Credit Agreement, the interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable margin equal to, (i) with respect to the Revolving Credit Facility, 1.25% to 1.75% plus a 10 basis point credit spread adjustment for SOFR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio, (ii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.25% plus a 10 basis point credit spread adjustment for SOFR loans and 1.25% for base rate loans and (iii) with respect to the Term Loan B-4, 2.0% plus an approximately 11.4 to 42.8 basis point credit spread adjustment based on the interest period elected for SOFR loans and 1.0% for base rate loans.
During the first quarter of 2026, the Company borrowed $575.0 million under the Revolving Credit Facility to fund the repayment in full of the 2026 Notes (as defined below) on the final maturity date thereof and repaid $25.0 million of such borrowings during the three months ended March 31, 2026.
During the three and six months ended June 30, 2026, the Company paid $11.0 million and $37.2 million to retire $12.8 million and $40.2 million of the outstanding principal of the Term Loan B-4, recognizing $1.7 million and $2.8 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss), respectively.
As of June 30, 2026, the Company had $550.0 million of borrowings outstanding under the Revolving Credit Facility that bore interest at a rate of 5.5% per annum, and had $700.0 million of available borrowing capacity under the Revolving Credit Facility. No letters of credit were issued under the Revolving Credit Facility as of June 30, 2026. A summary of the Company’s outstanding term loans as of June 30, 2026 is as follows (dollars in thousands):
Instrument
Draw Date(s)
Original Principal
Amortization
Per Annum(1)
Outstanding Principal
Final Scheduled
Maturity Date
Final Scheduled
Principal Payment
Benchmark Rate
Fixed Margin
Interest Rate
Term Loan B-21/7/2019$250,000 1.0%$231,875 
10/30/2029(2)
$223,750 SOFR + 10.0 bps2.25%5.99%
Term Loan B-3
6/14/2019
10/30/2020
2/22/2023
325,000
300,000
150,000
1.0%729,863 
10/30/2029(2)
704,695 SOFR + 10.0 bps2.25%5.99%
Term Loan B-45/3/2021800,000 1.0%696,094 5/3/2028683,271 SOFR + 11.4 bps2.00%5.76%
Total$1,825,000 $1,657,832 $1,611,716 
(1)Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may be prepaid at any time without penalty or premium (subject to customary SOFR breakage provisions).
(2)The final maturity date of the Term Loan B-2 and the Term Loan B-3, in each case, will adjust to May 3, 2028 if greater than $150.0 million aggregate principal amount of the Term Loan B-4 (together with any refinancing indebtedness in respect of the Term Loan B-4 with a final maturity date prior to the date that is 91 days after October 30, 2029) remains outstanding on May 3, 2028.
Refer to note 9 to the Company’s audited consolidated financial statements included in the 2025 Form 10-K for further details on the Senior Credit Facilities.
Senior Notes. In November 2020, the Company issued $650.0 million aggregate principal amount of 4.00% senior notes due 2030 (the “Senior Notes”). The Senior Notes bear interest at a rate of 4.00% per annum payable semiannually in arrears on May 15th and November 15th of each year, beginning on May 15, 2021. The terms of the Senior Notes are governed by an indenture dated as of November 9, 2020 (the “Senior Notes Indenture”), among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as trustee.
The Company may redeem some or all of the Senior Notes at any time and from time to time at a redemption price equal to: prior to November 15, 2026, 102% of the principal amount; on or after November 15, 2026, 101.333% of the principal amount; on or after November 15, 2027, 100.667% of the principal amount; or on or after November 15, 2028, 100% of the principal amount; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
During the three and six months ended June 30, 2026, the Company repurchased $45.6 million and $79.4 million aggregate principal amount of outstanding Senior Notes for $27.2 million and $51.9 million, recognizing $18.2 million and $26.9 million of gains on debt extinguishments within other income in the condensed consolidated statement of operations and comprehensive income (loss), respectively.
Convertible Notes. In March 2021, the Company issued $575.0 million aggregate principal amount of 0.000% convertible senior notes due 2026 (the “2026 Notes”) and $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Convertible Notes,” and the Convertible Notes collectively with the Senior Notes, the “Notes”). The terms of the 2026 Notes and the 2028 Notes are each governed by a separate indenture dated as of March 5, 2021 (collectively, the “Convertible Notes Indentures” and together with the Senior Notes Indenture, the “Indentures”), in each case, among the Company, the guarantors party thereto and BNY, as trustee.
The 2026 Notes did not bear regular interest, and the principal amount of the 2026 Notes did not accrete. The 2028 Notes bear interest at a rate of 1.125% per annum. Interest on the 2028 Notes is payable semiannually in arrears on March 15th and September 15th of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes matured on March 15, 2026 and were repaid in full with borrowings under the Revolving Credit Facility, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate of the 2028 Notes is 0.4394 shares of the Company’s common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of $2,275.83 per share of common stock).
The 2028 Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes a “fundamental change” (as defined in the Convertible Notes Indenture), holders of the 2028 Notes may require the Company to repurchase for cash all or part of their 2028 Notes at a purchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.
No “sinking fund” is provided for the 2028 Notes. Prior to December 15, 2027, the Company may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least 130% of the conversion price for the 2028 Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.
In addition, following a “make-whole fundamental change” (as defined in the Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any 2028 Notes, in certain circumstances, the conversion rate applicable to the 2028 Notes will be increased for a holder who elects to convert any of such 2028 Notes in connection with such a make-whole fundamental change or convert any of such 2028 Notes called (or deemed called) for redemption during the redemption period, as the case may be.
The carrying amounts of the Convertible Notes consisted of the following (in thousands):
June 30, 2026December 31, 2025
2028 Notes2026 Notes2028 NotesTotal
Gross carrying amount$345,000 $575,000 $345,000 $920,000 
Less: Unamortized discount(2,198)(600)(2,836)(3,436)
Less: Unamortized debt issuance costs(62)(16)(80)(96)
Net carrying amount$342,740 $574,384 $342,084 $916,468 
Interest expense on the Convertible Notes consisted of the following (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
2028 Notes2026 Notes2028 NotesTotal2026 Notes2028 NotesTotal2026 Notes2028 NotesTotal
Contractual interest expense$970$$970$970 $$1,941$1,941 $$1,941$1,941 
Amortization of discount3217483211,069 6006381,238 1,4886392,127 
Amortization of debt issuance costs920929 161834 401858 
Total interest expense$1,300$768$1,300$2,068 $616$2,597$3,213 $1,528$2,598$4,126 
Effective interest rate1.5 %0.5 %1.5 %0.5 %1.5 %0.5 %1.5 %
General. The Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s wholly owned domestic subsidiaries that guarantee the Senior Credit Facilities or that guarantee certain capital markets debt of the Company in an aggregate principal amount in excess of $250.0 million.
Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money.
Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the 2028 Notes under the Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the Convertible Notes Indenture.
Other. Interest expense, net was $33.7 million and $33.9 million for the three months ended June 30, 2026 and 2025, respectively, which included $1.5 million and $1.7 million of interest income and $2.2 million and $2.2 million of lender patronage income, respectively. Interest expense, net was $64.0 million and $68.4 million for the six months ended June 30, 2026 and 2025, respectively, which included $3.1 million and $3.4 million of interest income and $4.4 million and $4.5 million of lender patronage income, respectively.
Unamortized debt issuance costs consisted of the following (in thousands):
June 30, 2026December 31, 2025
Revolving Credit Facility portion:
Other noncurrent assets$2,020 $4,030 
Term loans and Notes portion:
Long-term debt (contra account)10,968 14,416 
Total$12,988 $18,446 
The Company recorded debt issuance cost amortization of $1.2 million for both the three months ended June 30, 2026 and 2025 and $3.3 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively, within net interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
The future maturities of outstanding borrowings as of June 30, 2026 are as follows (in thousands):
Year Ending December 31,Amount
2026 (remaining six months)$8,786 
202717,571 
20281,590,347 
2029936,128 
2030502,646 
Thereafter— 
Total$3,055,478 
The Company has entered into a separate letter of credit agreement which provides for an additional $75.0 million letter of credit issuing capacity. As of June 30, 2026, $9.8 million of letters of credit were issued under this agreement and bore interest at a rate of 1.0% per annum.
The Company was in compliance with all debt covenants as of June 30, 2026.