DEBT |
9 Months Ended | ||||||||||||
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Sep. 30, 2026 | |||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||
| DEBT |
On July 2, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors (the “Subsidiary Guarantors”), entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with BMO Bank N.A., as administrative agent, and the lenders party thereto. The Amended Credit Agreement amended and restated in its entirety the Company’s Amended and Restated Credit Agreement, dated as of June 5, 2025 (the “Prior Credit Agreement”), extending the maturity date to July 2, 2031, and providing for a $1.5 billion senior secured revolving credit facility with a $600 million letter of credit sublimit and a $50 million swing line sublimit (the “Revolving Credit Facility”). The Amended Credit Agreement also permits the Company to establish an incremental facility, which may be used to (a) provide one or more tranches of term loans, (b) increase the revolving loans or (c) incur indebtedness in the form of pari passu secured indebtedness in an aggregate amount not to exceed the greater of $500 million and 100% of the Company’s EBITDA (as defined in the Amended Credit Agreement) on a pro forma basis for the most recently ended four fiscal quarter period, plus an unlimited amount so long as the Company’s pro forma Total Net Leverage Ratio (as defined in the Amended Credit Agreement) does not exceed 2.00 to 1.00, subject to the satisfaction of certain conditions and obtaining commitments from lenders. The Amended Credit Agreement eliminated the 10-basis-point SOFR credit spread adjustment included in the Prior Credit Agreement and revised the applicable pricing margins, which are based on the Company’s Total Net Leverage Ratio. In connection with entering into the Amended Credit Agreement, the Company repaid in full the $285 million of principal and interest then outstanding under the term loan facility of the Prior Credit Agreement using borrowings under the Revolving Credit Facility and cash on hand. The Company evaluated the amendment and restatement of the Prior Credit Agreement and the repayment of the term loan facility under ASC 470-50. The accounting treatment was determined separately for the term loan facility and the revolving credit facility of the Prior Credit Agreement, including an evaluation of changes in the participating lenders and, for the revolving credit facility, changes in borrowing capacity. The repayment of the term loan facility was accounted for as an extinguishment of debt. Accordingly, during the three and nine months ended September 30, 2026, the Company recognized a loss on extinguishment of debt of $1.3 million related to the write-off of unamortized debt issuance costs. Fees paid to new or continuing lenders and third-party costs related to the Revolving Credit Facility were accounted for based on the nature of the arrangement and the applicable debt-modification guidance. Borrowings under the Revolving Credit Facility bear interest, at the Company’s election, at either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the Company's Total Net Leverage Ratio. Borrowings may be repaid and reborrowed, subject to the terms and conditions of the Amended Credit Agreement. The Company is also required to pay commitment fees on the unused portion of the Revolving Credit Facility, based on the Company’s Total Net Leverage Ratio, as well as letter of credit fees and fronting fees with respect to outstanding letters of credit. The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, events of default, and financial covenants that require the Company to maintain, as of the last day of each fiscal quarter, (i) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and (ii) a minimum Interest Coverage Ratio of 3.00 to 1.00, each as defined in the Amended Credit Agreement. The obligations under the Amended Credit Agreement are guaranteed by the Subsidiary Guarantors and are secured by substantially all assets of the Company and the Subsidiary Guarantors, subject to permitted liens and other customary exceptions. At September 30, 2026, the Company had $95.0 million of borrowings and no letters of credit outstanding under the Revolving Credit Facility, leaving approximately $1.4 billion of available borrowing capacity, and was in compliance with all financial and other covenants under the Amended Credit Agreement. As of September 30, 2026, interest on two outstanding borrowings under the Revolving Credit Facility was calculated using SOFR rates of 3.74% and 3.79%, respectively, plus an applicable margin of 1.25% per annum. The weighted average interest rate on the Company’s borrowings under the Prior Credit Agreement and the Amended Credit Agreement was approximately 5.00% per annum during the nine months ended September 30, 2026. Debt Issuance Costs—At September 30, 2026, the Company had $5.7 million of unamortized debt issuance costs associated with the Revolving Credit Facility. Because the costs relate to a revolving line-of-credit arrangement, the Company presents these costs within other non-current assets and amortizes them on a straight-line basis over the term of the Amended Credit Agreement, which approximates the effective interest method. Amortization of debt issuance costs was $303 thousand and $706 thousand for the three and nine months ended September 30, 2026, respectively, and $214 thousand and $789 thousand for the three and nine months ended September 30, 2025, respectively, and was recorded as interest expense.
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