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DEBT
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
September 30, 2026December 31, 2025
(in millions, except interest rates)
Maturity
Interest
rate
Book value
Face value
Book value
Term Loan20286.551%$1,784.3 $1,795.5 $1,793.2 
Senior Notes20294.250%596.8 600.0 595.9 
Revolving Credit Facility2027n/a— — — 
Total debt2,381.1 2,395.5 2,389.1 
Less: Current portion of long-term debt(10.8)(19.0)(11.1)
Long-term debt$2,370.3 $2,376.5 $2,378.0 

Book value of debt in the table above is reported net of deferred financing costs and original issue discount of $14.4 million and $20.7 million at September 30, 2026 and December 31, 2025, respectively.

Credit Agreement

The Company has a $1.9 billion senior secured first lien term loan (the “Term Loan”) maturing on March 11, 2028 and a $550 million revolving credit facility (the “Revolving Credit Facility”) (together, the “Credit Agreement”), maturing on March 6, 2027 (subject to certain conditions, see below). The Term Loan requires quarterly principal payments equal to 0.25% of the original aggregate principal amount of the Term Loan with balance due at maturity.

The Revolving Credit Facility includes a maximum first-priority net senior secured leverage ratio financial maintenance covenant of 6.25 to 1.0. At September 30, 2026, the Company’s first-priority net senior secured leverage ratio was 1.5 to 1.0.

The Company was in compliance with its financial and other covenants under the Credit Agreement as of September 30, 2026.

On April 23, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement which, among other things, (a) amended the Pricing Grid (as defined in the Credit Agreement) for the Company’s revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”), and (b) decreased the aggregate principal amount of the Revolving Credit Facility from $600 million to $550 million. The Fourth Amendment was also intended to extend the maturity of the Revolving Credit Facility to September 11, 2027, subject to the Credit Agreement being filed and registered with the National Development and Reform Commission of the People’s Republic of China (the “NDRC”) unless the NDRC states in writing that such registration is not required. This filing requirement with the NDRC is required of the Company’s controlling shareholder due to the fact that the controlling shareholder is controlled by a citizen of the People’s Republic of China. On December 9, 2025, the Company’s controlling shareholder elected to withdraw its filing of the Credit Agreement with the NDRC and, as a result, the maturity of the Revolving Credit Facility was not extended under the Fourth Amendment.

On February 16, 2026, the Company entered into an Incremental Assumption Agreement No. 4 and Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement which, among other things, effected a refinancing of the Company’s existing $550 million revolving credit facility under the Credit Agreement (the “New Revolving Credit Facility”) on March 11, 2026 subject to the satisfaction of certain conditions set forth therein. The New Revolving Credit Facility will mature on March 6, 2027. Other than the revised maturity date, the New Revolving Credit Facility retains the same material terms as the Company’s existing revolving credit facility immediately prior to the effectiveness of the Fifth Amendment.

As previously disclosed in the Company’s Current Report on Form 8-K filed on August 19, 2026, the Company’s controlling shareholder requested approval from the NDRC, under the 2023 Administrative Measures for the Review and Registration of Medium and Long-Term Foreign Debt of Enterprises (the “Foreign Debt Rules”), for the Company to issue bonds in an amount not to exceed $800 million for the purpose of prepaying a portion of the principal of the outstanding term loan under the Company’s Credit Agreement, dated as of December 10, 2019, by and among the lenders party thereto (the “Request”).
On August 18, 2026, the Company’s controlling shareholder informed the Company that the NDRC had approved the Request, with the approval valid through July 30, 2027.

On September 30, 2026, the Company’s controlling shareholder requested approval from the NDRC under the Foreign Debt Rules for the Company to incur (a) term loans in an amount not to exceed $1 billion for the purpose of refinancing a portion of the principal of the Company’s outstanding term loan under the Credit Agreement, and (b) revolving credit loans in an amount not to exceed $550 million for the purpose of the extension of the existing revolving credit loans. This request remains under review by the NDRC. Any future approval does not obligate the Company to incur any indebtedness, and whether and on what terms the Company does so will depend on market conditions and other factors..

Pursuant to the terms of the Fourth Amendment, borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period (“Term SOFR”), subject to a floor of 0.00% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by the administrative agent and (iii) the one-month Term SOFR plus 1.00% per annum, in each case plus an applicable margin. Such applicable margin with respect to the Revolving Credit Facility is 3.00% per annum in the case of any Term SOFR loan and 2.00% per annum in the case of any base rate loan, subject to three 0.25% step-downs based on the Company’s first lien net leverage ratio. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a commitment fee in respect of any unused commitments under the Revolving Credit Facility in the amount of 0.50% of the principal amount of the unused commitments of such lender, subject to two 0.125% step-downs based on the Company’s first lien net leverage ratio.

Other than what is disclosed above, other significant terms and conditions of the Credit Agreement have not changed from what was disclosed in Note 13, Debt in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.

Offering of 4.250% Senior Notes due 2029

Indenture

On March 11, 2021, the Company issued $600.0 million aggregate principal amount of its 4.250% senior notes due 2029 (the “Notes”) under an indenture, dated March 11, 2021 (the “Indenture”), among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”).

Maturity and Interest

The Notes mature on March 15, 2029. Interest on the Notes will accrue at a rate of 4.250% per annum. Interest on the Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year.

The significant terms and conditions of the Notes have not changed from what was disclosed in Note 13, Debt in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.