v3.26.1
Borrowings
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Borrowings Borrowings
Our borrowings at June 30, 2026 and December 31, 2025 were as follows:
June 30, 2026December 31, 2025
Senior Credit Facility (at a rate of 4.96% at June 30, 2026):
Revolving credit facility
$550,000 $425,000 
Term A-1 loan facility
500,000 450,000 
Term A-2 loan facility700,000 700,000 
4.625% Senior Notes due 2027
— 500,000 
4.250% Senior Notes due 2028
500,000 500,000 
5.875% Senior Notes due 2032
500,000 — 
Securitization program, at a rate of 4.50% at June 30, 2026
75,000 75,000 
2,825,000 2,650,000 
Less: Unamortized debt issuance costs(16,991)(8,551)
2,808,009 2,641,449 
Current portion of borrowings
(87,500)(100,000)
Long-term borrowings$2,720,509 $2,541,449 
Senior credit facility
On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). The Credit Agreement provides for, among other things, a five-year revolving credit facility of $1.0 billion, a term A-1 loan facility of $500.0 million and a term A-2 loan facility of $700.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on
substantially all of the assets owned by us and each guarantor. The maturity dates of the revolving credit facility and the term A-1 loan facility under the Credit Agreement are May 26, 2031. The maturity date of the term A-2 loan facility under the Credit Agreement is May 26, 2028.
At our option, loans under the Credit Agreement will bear interest at a rate equal to Term SOFR plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars and (iii) 1.00% above the Term SOFR Rate for a one-month interest period, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our total net leverage ratio or our corporate family rating. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.
The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of our Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.00 to 1.00.
We capitalized transaction fees of $5.9 million, including underwriters' discounts and commissions, incurred in connection with the Credit Agreement refinancing.
5.875% Senior Notes due 2032
On June 15, 2026, we issued $500.0 million of 5.875% Senior Notes due 2032 (the "2032 Notes"). We pay interest on the 2032 Notes semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875% per year. The 2032 Notes mature on January 15, 2032 unless earlier redeemed at our option, as described below, or purchased at the holder’s option under specified circumstances following a Change of Control or Event of Default (each as defined in the indenture related to the 2032 Notes), coupled with a downgrade in the ratings of the 2032 Notes, or upon our election to exercise our optional redemption rights, as described below.
Our obligations under the 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.
At any time on or after January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price of 102.938% of the principal amount of the 2032 Notes subject to redemption, declining, in annual increments of 1.469%, to 100% of the principal amount on January 15, 2031, plus accrued and unpaid interest. In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a) 1.0% of the principal amount of the 2032 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2032 Notes, of the present value, on the redemption date, of the sum of (i) the January 15, 2029, optional redemption price plus (ii) all required interest payments on the 2032 Notes through January 15, 2029 (other than accrued and unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption date to January 15, 2029 (unless the period is less than one year, in which case the weekly average yield on traded U.S. Treasury securities adjusted to a constant maturity of one year will be used), plus 50 basis points.
In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2032 Notes, using the proceeds of specified types of our equity offerings and subject to specified conditions, at a redemption price equal to 105.875% of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest.
The indenture relating to the 2032 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into sale leaseback transactions.
We capitalized transaction fees of $9.9 million, including underwriters’ discounts and commissions incurred in connection with the offering of the 2032 Notes. We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625% Senior Notes due 2027. In connection with the redemption, we recognized a loss on extinguishment of debt of $1.2 million due to the write-off of unamortized deferred financing costs.