LONG-TERM DEBT AND LINES OF CREDIT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LONG-TERM DEBT AND LINES OF CREDIT | LONG-TERM DEBT AND LINES OF CREDIT The Company had the following outstanding amounts of long-term debt (in millions):
ABL Credit Facility During 2021, the Company entered into an asset-based lending facility (the “ABL Facility”). On November 26, 2025, the Company refinanced existing borrowings under the ABL Facility by entering into a new senior secured asset-based revolving credit facility (the “ABL Credit Facility”). The ABL Credit Facility has a maturity date of November 26, 2030. The ABL Credit Facility provides available “borrowing capacity” (the maximum borrowing permitted, assuming there is sufficient collateral as identified under the ABL Credit Facility) up to $2.75 billion. Borrowings under the ABL Credit Facility bear interest at a rate (at the Company’s election) equal to either (i) the Secured Overnight Financing Rate (“SOFR”) plus a spread between 112.5 to 137.5 basis points or (ii) the greatest of (a) 0%, (b) the Federal Funds Rate in effect on such day plus 50 basis points, (c) the SOFR for a one month tenor in effect on such day (to the extent ascertainable), plus 100 basis points, and (d) the Prime Rate plus (y) a spread between 12.5 basis points and 37.5 basis points. In connection with the refinancing during the three months ended December 31, 2025, the Company expensed $8 million of previously capitalized debt issuance costs relating to certain lenders under the ABL Facility who exited the syndicate, and included in loss on debt extinguishment on the consolidated statements of net income. Additionally, in connection with the refinancing, the Company capitalized $9 million of debt issuance costs. On April 15, 2026, the Company amended the ABL Credit Facility (the “Amendment”). The Amendment revised the mandatory prepayment provisions applicable to net cash proceeds received from transfers under the OWN Program. Under the amended terms, the Company is required to prepay outstanding borrowings under the ABL Credit Facility with 100% of such net cash proceeds within business days following the occurrence of specified trigger events. The Amendment also specifies the application of such prepayments to outstanding borrowings without reducing revolving commitments and requires the Company to provide monthly reporting of net cash proceeds from OWN Program transfers to the administrative agent. No other material terms of ABL Credit Facility were amended. The ABL Credit Facility contains negative covenants that permit, subject to certain defined conditions, the Company to, among other things, (i) incur additional indebtedness or engage in certain other types of financing transactions, (ii) allow certain liens to attach to assets, (iii) repurchase, or pay dividends, or make certain other restricted payments on, capital stock and certain other securities, subject to applicable caps, (iv) prepay certain indebtedness and (v) make certain acquisitions and investments. Under the ABL Credit Facility, there is one financial covenant that will only apply in the future if excess availability under the ABL Credit Facility falls below the greater of 10 percent of the maximum borrowing amount under the ABL Credit Facility or $175 million. As of June 30, 2026, availability under the ABL Credit Facility exceeded this threshold and, as a result, the financial covenant was not applicable. As of June 30, 2026, the Company had $1,554 million outstanding under the ABL Credit Facility bearing interest at the SOFR of 5.00%, included in long-term debt on the condensed consolidated balance sheets. The ABL Credit Facility provides available “borrowing capacity” (the maximum borrowing permitted, assuming there is sufficient collateral as identified under the ABL Facility) and “net excess availability” (the amount of additional debt the Company could borrow based on the existing borrowing base). As of June 30, 2026, the Company had a borrowing base, as defined in the ABL Credit Facility, of $2,540 million. After outstanding borrowings and letters of credit, the net excess availability at June 30, 2026, as defined in the ABL Credit Facility, was $980 million, of which the Company could borrow up to $726 million without any additional repayment conditions. Other Certain note agreements between the Company and various institutions contain restrictions and financial covenants, including maintaining an adjusted fixed charge coverage ratio of 1.15 to 1.00 and a net funded debt to adjusted EBITDA ratio of 6.00 to 1.00. As of June 30, 2026, the Company was in compliance with those restrictions and financial covenants. As of June 30, 2026 the Company had $6 million of letters of credit outstanding with financial institutions secured by line of credit availability. The letters of credit automatically renew annually unless the Company gives notice to the financial institution to terminate the letter of credit.
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