Debt |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 7. Debt The Company’s debt obligations consisted of the following as of September 30, 2026 and December 31, 2025:
On April 1, 2025, the Company entered into a Credit Agreement, by and among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (the “Original Credit Agreement”). The Original Credit Agreement provided for (i) a revolving credit facility in an aggregate principal amount of $50 million (the “Revolving Credit Facility”) and (ii) a term loan facility in an aggregate principal amount of $300 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Credit Facility”). The maturity date of the Revolving Credit Facility is April 1, 2030, and the maturity date of the Term Loan Facility is April 1, 2032. The obligations under the Original Credit Agreement are secured by a lien on substantially all of the assets of the Company and certain of its direct and indirect subsidiaries. Loans under the Senior Credit Facility may be denominated only in U.S. dollars. On May 27, 2025, the Company entered into that certain First Amendment to Credit Agreement (the “First Amendment”), which amends the Original Credit Agreement. The First Amendment provided for an incremental term loan in an aggregate principal amount of $75 million, thereby increasing the aggregate principal amount of the Term Loan Facility. On October 24, 2025, the Company entered into that certain Second Amendment to Credit Agreement (the “Second Amendment”), which amends the Original Credit Agreement. The Second Amendment provided for an incremental term loan in an aggregate principal amount of $130 million, thereby increasing the aggregate principal amount of the Term Loan Facility. On February 2, 2026, the Company entered into that certain Third Amendment to Credit Agreement (the “Third Amendment”), which amends the Original Credit Agreement. Under the Third Amendment, the Company (i) refinanced the Term Loan Facility in an aggregate principal amount of $502.8 million to reduce the interest rate applicable thereto by 75 basis points to plus 2.75% and (ii) reduced the interest rate applicable to the Revolving Credit Facility by 75 basis points for each level of its leverage-based pricing grid, the highest of such levels being set at plus 2.50%. In addition, following the refinancing of the Term Loan Facility, the Company increased the principal amount of the Term Loan Facility by $265.0 million, for an aggregate principal amount of $767.8 million. On March 9, 2026, the Company entered into that certain Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amends the Original Credit Agreement. Under the Fourth Amendment, the Company (i) increased the Revolving Credit Facility commitments by $100 million to an aggregate principal amount of $150 million and (ii) removed the cap on Revolving Credit Facility commitments, which was previously $50 million. On August 3, 2026, the Company entered into that certain Fifth Amendment to Credit Agreement (the “Fifth Amendment”), which amends the Original Credit Agreement. Under the Fifth Amendment, the Company (i) refinanced the Term Loan Facility in an aggregate principal amount of $764 million to reduce the interest rate applicable thereto by 50 basis points to plus 2.25% and (ii) reduced the interest rate applicable to the Revolving Credit Facility by 50 basis points for each level of its leverage-based pricing grid, the highest of such levels being set at plus 2.00%. On August 26, 2026, the Company entered into that certain Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amends the Original Credit Agreement (as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment, the “Credit Agreement”). Under the Sixth Amendment, the Company increased the principal amount of the Term Loan Facility by $100 million, for an aggregate principal amount of $864 million. The amendments to the Credit Agreement are accounted for as debt modifications. During the three and nine months ended September 30, 2026, the Company incurred debt issuance costs of $1.4 million and $4.0 million, respectively, in connection with the amendments. For the three and nine months ended September 30, 2025, the Company recorded debt issuance costs of $0 and $6.5 million, respectively. The Company recorded a loss on debt extinguishments of $2.6 million, which is recorded in interest expense, net within the condensed consolidated statements of operations and comprehensive income, during the three and nine months ended September 30, 2026. No loss on debt extinguishments was recorded for the three and nine months ended September 30, 2025. During the three months ended September 30, 2026, the Company recorded a $3.3 million out-of-period adjustment to correct the prior capitalization of debt issuance costs that should have been expensed in connection with the Third Amendment during the three months ended March 31, 2026. The Company evaluated the impact of the error and out-of-period adjustment and concluded it was not material to the current or any previously issued interim condensed consolidated financial statements. The Credit Agreement requires the Company to comply with a springing financial covenant that is tested on the last day of any fiscal quarter, if and when the outstanding principal amount drawn under the Revolving Credit Facility exceeds an applicable threshold. If the financial covenant is then in effect, the Company is required to maintain a Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) of less than or equal to 6.50 to 1.00. As there was no outstanding balance on the Revolving Credit Facility as of September 30, 2026, the springing financial covenant did not apply. Interest rates were 6.06% and 7.50% as of September 30, 2026 and December 31, 2025. No accrued interest was recorded under the Senior Credit Facility as of September 30, 2026 and December 31, 2025. As of September 30, 2026, the outstanding principal amount under the Term Loan Facility was $861.8 million. The Company did not draw from the Revolving Credit Facility during the nine months ended September 30, 2026, and there was no outstanding balance on the Revolving Credit Facility as of September 30, 2026. |
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