Debt | 9. D ebt Overview Our debt obligations consisted of the following: September 30, December 31, 2024 2023 (In millions) 2018 Term Debt, interest rate of 8.0 % as of December 31, 2023 $ — $ 644.3 2024 Term Debt, interest rate of 7.3 % as of September 30, 2024 648.4 — 2018 Revolving Credit Facility ($ 300.0 million available capacity less $ 1.3 million as of December 31, 2023, reserved for letters of credit) — — 2024 Revolving Credit Facility ($ 350.0 million available capacity less $ 0.2 million as of September 30, 2024, reserved for letters of credit) — — Convertible Senior Notes, interest rate of 0.25 % 575.0 575.0 Line of Credit ($ 1.1 million and $ 0.5 million letter of credit capacity, respectively, which were fully utilized) — — Financing lease liabilities (Note 7) 6.7 7.3 Total debt 1,230.1 1,226.6 Less unamortized debt issuance costs and discount 12.9 8.9 Less current portion of long-term debt 7.3 7.6 Long-term debt, less current portion $ 1,209.9 $ 1,210.1 Accrued interest and fees related to the debt obligati ons was $ 0.7 million and $ 0.9 million as of September 30, 2024 and December 31, 2023, respectively, and is included within other accrued expenses in our condensed consolidated balance sheets. 2018 Senior Secured Credit Facility On April 30, 2018, we entered into a credit agreement. Pursuant to the terms of the new credit agreement, we became borrower of (i) a $ 680.0 million term loan debt facility (the “2018 Term Debt”) and (ii) a $ 300.0 million revolving credit facility (the “2018 Revolving Credit Facility”, and collectively with the 2018 Term Debt, the “2018 Senior Secured Credit Facility”). Our obligations under the Senior Secured Credit Facility are secured by first priority security interests in substantially all of our assets and the domestic subsidiary guarantors, subject to permitted liens and certain exceptions. The 2018 Term Debt and 2018 Revolving Credit Facility were set to mature on April 30, 2025 and January 29, 2025 , respectively. We were required to make annual amortization payments in respect of the Term Debt in an amount equal to 1.00 % of the original principal amount thereof, payable in equal quarterly installments of 0.25 % of the original principal amount of the first lien term debt. The 2018 Revolving Credit Facility did not require amortization payments. We repaid in full the 2018 Senior Secured Credit Facility in connection with our debt refinancing completed in February 2024. 2024 Senior Secured Credit Facility On February 29, 2024, we completed the refinancing of our 2018 Senior Secured Credit Facility by entering into a new credit agreement. Pursuant to the terms of the new credit agreement, we became the borrower of (i) a $ 650.0 million senior secured term loan facility (the “2024 Term Debt”) and (ii) a $ 350.0 million senior secured revolving credit facility (the “2024 Revolving Credit Facility”, and collectively, with the 2024 Term Debt, the “2024 Senior Secured Credit Facility”). The 2024 Term Debt and the 2024 Revolving Credit Facility will mature on March 1, 2031 and March 1, 2029 , respectively. The 2024 Senior Secured Credit Facility replaced the 2018 Senior Secured Credit Facility, and we repaid in full all outstanding obligations under the 2018 Senior Secured Credit Facility on February 29, 2024. Our obligations under the 2024 Senior Secured Credit Facility are secured by a lien on substantially all of our assets, as well as guarantees and pledged assets by our domestic subsidiaries, subject to certain exceptions. The 2024 Term Debt is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, commencing on September 30, 2024 , with 0.25 % of the aggregate principal amount of all initial term loans outstanding at closing to be payable each quarter prior to the maturity date of the 2024 Term Debt. The remaining initial aggregate principal amount will be payable at the maturity date of the 2024 Term Debt. The 2024 Term Debt bears interest at rates based upon, at our option, either (i) a base rate plus an applicable percentage of 1.5 % or (ii) a term Secured Overnight Financing Rate ("SOFR") plus an applicable percentage of 2.5 %. The 2024 Revolving Credit Facility bears interest at rates based upon, at our option, either (i) the base rate or the Canadian prime rate, as applicable, plus an applicable percentage of between 1.25 % and 1.75 % per annum, depending on our consolidated first lien leverage ratio or (ii) the term SOFR rate or the Canadian Overnight Repo Rate Average ("CORRA") rate plus an applicable percentage of between 2.25 % and 2.75 % per annum, depending on our consolidated first lien leverage ratio. In connection with the refinancing of our debt, we capitalized $ 7.5 million of additional financing costs and recognized a loss on debt extinguishment of $ 4.3 million within interest expense, net in our condensed consolidated statements of operations for the nine months ended September 30, 2024. The 2024 Senior Secured Credit Facility documents contain a requirement that we maintain a ratio of first lien net leverage to Credit Facility EBITDA below specified levels on a quarterly basis; however, such requirement is applicable only if more than 35% of the 2024 Revolving Credit Facility is utilized. As of September 30, 2024, no portion of the 2024 Revolving Credit Facility was utilized. Convertible Senior Notes In March 2021, we issued $ 575.0 million in aggregate principal amount of 0.25 % Convertible Senior Notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act, and pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws, including the exercise in full by the initial purchasers of their option to purchase an additional $ 75.0 million in aggregate principal amount of 0.25 % Convertible Senior Notes due 2026 (collectively, the “Convertible Senior Notes”). The Convertible Senior Notes bear interest at a rate of 0.25 % per year and interest is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021 . The Convertible Senior Notes mature on March 15, 2026 , unless earlier converted, redeemed, or repurchased. The total net proceeds from the offering, after deducting initial purchase discounts and other debt issuance costs, were $ 561.8 million. The following table presents details of the Convertible Senior Notes: Initial Conversion Rate per $ 1,000 Principal Initial Conversion Price per Share Convertible Senior Notes 7.5641 shares $ 132.20 The Convertible Senior Notes will be convertible at the option of the holders at any time only under certain circumstances as outlined in Part II, Item 8, Note 9, “Debt,” to our audited consolidated financial statements in our 2023 Form 10-K . The conditions allowing holders of the Convertible Senior Notes to convert have not been met and therefore were not convertible as of September 30, 2024. On December 30, 2021, we notified the holders of the Convertible Senior Notes of our irrevocable election to settle the conversion obligation in connection with the Convertible Senior Notes submitted for conversion on or after January 1, 2022, or at maturity with a combination of cash and shares of our common stock. Generally, under this settlement method, the conversion value will be settled in cash in an amount no less than the principal amount being converted, and any excess of the conversion value over the principal amount will be settled, at our election, in cash or shares of common stock. The Convertible Senior Notes are accounted for as a single liability, and the carrying amount of the Convertible Senior Notes was $ 570.4 million as of September 30, 2024, with principal of $ 575.0 million , net of issuance costs of $ 4.6 million . The Convertible Senior Notes are included within long-term debt, less current portion in our condensed consolidated balance sheets as of September 30, 2024 . The issuance costs related to the Convertible Senior Notes are being amortized to interest expense over the contractual term of the Convertible Senior Notes at an effective interest rate of 5.1 %. Interest expense recognized related to the Convertible Senior Notes was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (Dollars in millions) Contractual interest expense $ 0.4 $ 0.4 $ 1.1 $ 1.1 Amortization of debt issuance costs 0.7 0.7 2.2 2.1 Total $ 1.1 $ 1.1 $ 3.3 $ 3.2 Capped Calls In March 2021, in connection with the pricing of the Convertible Senior Notes, we entered into capped call transactions with the option counterparties (the “Capped Calls”). The Capped Calls each have an initial strike price of $ 132.20 per share, and an initial cap price of $ 179.26 per share, both subject to certain adjustments. The capped call transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the Convertible Senior Notes and/or offset any potential cash payments we would be required to make in excess of the principal amount of converted Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Senior Notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer's own stock and classified in stockholder’s equity in our condensed consolidated balance sheets, we have recorded an amount of $ 33.0 million as a reduction to additional paid-in capital which will not be remeasured. This represents the premium of $ 45.0 million paid for the purchase of the Capped Calls, net of the deferred tax impact of $ 12.0 million. Future Payments and Maturities of Debt The future principal payments and maturities of our indebtedness, excluding financing lease obligations, are as follows: Years Ending December 31, Amount (Dollars in millions) 2024 $ 1.6 2025 6.5 2026 581.5 2027 6.5 2028 6.5 Thereafter 620.8 $ 1,223.4 Fair Value of Debt Our debt does not trade in active markets and was considered to be a Level 2 measurement at September 30, 2024 . The fair value of the 2018 Term Debt and 2024 Term Debt were based on the borrowing rates currently available to us for bank loans with similar terms, maturities, and volumes as our debt. The fair value of the Convertible Senior Notes was determined based on the closing trading price per $ 1,000 of the Convertible Senior Notes as of the last day of trading for the period and is primarily affected by the trading price of our common stock and market interest rates. The fair value of our debt was estimated to be $ 1.19 billion and $ 1.16 billion as of September 30, 2024, and December 31, 2023 , respectively. |