Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. March 31, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 39,564 $ — $ 39,564 $ — Total assets measured at fair value $ 39,564 $ — $ 39,564 $ — Liabilities measured at fair value Warrant liability $ 880 $ — $ 880 $ — Contingent consideration liabilities 23,054 — — 23,054 Total liabilities measured at fair value $ 23,934 $ — $ 880 $ 23,054 December 31, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 47,493 $ — $ 47,493 $ — Total assets measured at fair value $ 47,493 $ — $ 47,493 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 20,334 — — 20,334 Total liabilities measured at fair value $ 21,287 $ — $ 953 $ 20,334 Interest Rate Cap Agreements The Company had interest rate cap contracts with an aggregate notional value of principal of $ 650.0 million as of March 31, 2023 and December 31, 2022, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. The fair value of the Company’s outstanding interest rate caps of $ 39.6 million and $ 47.5 million were included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. During the three months ended March 31, 2023 and 2022, the Company recorded a gain of $ 1.9 million and a gain of $ 21.0 million, respectively, within Interest expense , net, related to changes in the fair value of its derivative instruments. Contingent Consideration Liabilities During each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of March 31, 2023, the maximum potential payment outcomes were $ 109.5 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: March 31, (in thousands) 2023 2022 Beginning of the period $ 20,334 $ 58,366 Fair value of acquisitions — 510 Changes in fair value 4,292 2,134 Payments ( 1,572 ) — Foreign exchange translation effects — ( 106 ) End of the period $ 23,054 $ 60,904 Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value Balance at March 31, 2023 Term Loan Facility $ 1,293,188 $ 1,376,411 Notes 775,000 765,564 Government loans for COVID-19 relief 4,338 4,495 Other 1,635 1,635 Total long-term debt $ 2,074,161 $ 2,148,105 (in thousands) Carrying Value Fair Value Balance at December 31, 2022 Term Loan Facility $ 1,298,500 $ 1,372,125 Notes 775,000 736,517 Government loans for COVID-19 relief 4,480 4,723 Other 1,207 1,207 Total long-term debt $ 2,079,187 $ 2,114,572 |