Debt and Credit Facilities |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt and Credit Facilities | DEBT AND CREDIT FACILITIES The following table summarizes debt and outstanding borrowings as of the dates shown.
On September 10, 2026, we entered into a new credit agreement (the “2026 Credit Facility”), among us, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and terminated our prior $250.0 million Credit Agreement dated as of November 4, 2022. The 2026 Credit Facility is a revolving credit facility that provides borrowing capacity of $350.0 million and permits us to request incremental commitments of up to $350.0 million, resulting in total potential commitments of $700.0 million, and matures on September 10, 2031 (provided that the 2026 Credit Facility will mature on November 22, 2029 if we do not refinance, repay in full, or extend the maturity of our delayed-draw term loan facility (the “2024 DDTL Facility) prior to the date 91 days prior to November 22, 2029). The 2026 Credit Facility increased committed borrowing capacity from $250.0 million to $350.0 million and increased total potential commitments, including incremental commitments, from $400.0 million to $700.0 million. There were no outstanding borrowings as of September 30, 2026 or under the prior facility as of December 31, 2025. Borrowings, if any, bear interest at a variable rate based on either Term SOFR or the ABR. The agreement provides a $100.0 million sublimit for the issuance of standby letters of credit. Standby letters of credit outstanding under this facility and the prior facility, as applicable, totaled $0.4 million as of both September 30, 2026 and December 31, 2025 and were primarily related to certain real estate lease requirements. On September 10, 2026, we also entered into the First Amendment to our 2024 DDTL Facility, originally dated November 22, 2024, to make certain changes to the representations, covenants, and other provisions of the 2024 DDTL Facility to conform such covenants and provisions to the those contained in the 2026 Credit Facility. Borrowings under the 2024 DDTL Facility are unsecured and bear interest, at the election of the Company for each borrowing, based on either Term SOFR or the ABR, and mature in November 2029. Quarterly principal payments equal to 0.625% of the outstanding balance began in September 2025 and will continue through maturity. On September 30, 2026, we renewed our Amended and Restated Receivables Purchase Agreement (the “2026 Receivables Purchase Agreement”), which matures on September 28, 2029, and under which borrowings are secured by qualifying trade receivables. The 2026 Receivables Purchase Agreement increased available commitments from $200.0 million to $400.0 million and increased the sublimit for the issuance of letters of credit from $150.0 million to $250.0 million. There were no outstanding borrowings as of September 30, 2026 or under the prior agreement as of December 31, 2025. Borrowings, if any, bear interest at a variable rate based on Term SOFR. Standby letters of credit outstanding under the Receivables Purchase Agreements totaled $112.7 million and $102.9 million as of September 30, 2026 and December 31, 2025, respectively, and primarily relate to certain insurance obligations. The credit agreements contain various affirmative and negative covenants, including requirements relating to minimum consolidated net worth (which will cease to apply when our other material indebtedness no longer contains a consolidated net worth covenant), maximum consolidated net debt-to-EBITDA ratio, limitations on additional indebtedness, transactions with affiliates, and restricted payments. Following the termination of the consolidated net worth covenant, the agreements require compliance with a minimum consolidated interest coverage ratio. The credit agreements also contain customary change-of-control provisions. A change of control is deemed to occur if members of the Schneider family cease to own more than 50% of the combined voting power of the Company's capital stock. Upon the occurrence of a change of control, the lenders may terminate any unused commitments and declare all outstanding borrowings, together with accrued interest and fees, immediately due and payable.
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