SUBSEQUENT EVENTS |
6 Months Ended |
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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.
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