v3.26.1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Senior Secured Second Lien Notes due 2034
On July 1, 2026, the Company issued $1,350,000,000 in aggregate principal amount of 7.125% Senior Secured
Second Lien Notes due 2034 (the “2034 Notes”). The 2034 Notes were issued pursuant to the indenture, dated as of
July 1, 2026, between the Company and Citibank, N.A., as trustee and notes collateral agent. The 2034 Notes bear
interest at a rate of 7.125% per year and interest is payable semi-annually in arrears on July 1 and January 1 of each
year. The 2034 Notes will mature on July 1, 2034.  The 2034 Notes rank pari passu in right of payment to all of our
and any guarantor’s existing and future senior indebtedness, including indebtedness under the ABL Credit Facility,
the Company’s 2028 Notes, 2032 Notes and 2033 Notes. These notes had no original issue discounts and the
Company incurred $11 million in underwriting expenses and other issuance costs. Net proceeds from the issuance of
the 2034 Notes was $1,339 million. The Company used the gross proceeds from this offering (i) to repay its
revolving credit facility under the ABL Credit Facility, (ii) to pay fees and expenses in connection with the
foregoing, and (iii) for general corporate purposes.
Share Repurchase Program
On July 9, 2026, the Board approved a share repurchase program with authorization to purchase up to an
aggregate of $500 million of the Company’s Class A common stock with an expiration date of December 31, 2028.
Repurchases under the program may be made from time to time in the open market at prevailing market prices,
in privately negotiated transactions, in block trades and through other legally permissible means, with the amount
and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and
corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal
securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The
Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this
authorization. This program does not obligate the Company to acquire any particular amount of Class A common
stock and may be modified, suspended or terminated at any time at the discretion of the Board.