Notes Payable and Credit Agreement
(a) The Company’s Credit Agreement and Revolving Credit Facility
On February 10, 2023, the Company entered into the third amendment to its credit agreement (the “Third Amendment”). The Third Amendment (together with the credit agreement, the first amendment and the second amendment, collectively, the “Amended Credit Agreement”) provides for, among other things, the following: (i) an extension of the maturity date of the Senior Credit Facility to February 10, 2028, (ii) an increase to the Senior Credit Facility from $400,000 to $750,000, and (iii) a transition from LIBOR to a Secured Overnight Financing Rate (“SOFR”)-based interest rate. On November 5, 2024, the Company entered into the fourth amendment to its credit agreement which increased the consolidated net leverage ratio covenant for the year ending December 31, 2025.
On October 6, 2025, the Company entered into the fifth amendment to its credit agreement (the “Fifth Amendment”). The Fifth Amendment provides for, among other things, the following: (i) an extension of the maturity date of Senior Credit Facility to October 6, 2030, (ii) a decrease of the revolving commitments from $750,000 to $450,000, and (iii) the revision of the Consolidated Net Leverage Ratio (as calculated in accordance with the amended credit agreement) to be no greater than 5.25 to 1.00 through March 31, 2027. The obligations of the Company under the Amended Credit Agreement are secured by substantially all of the assets of the Company.
Borrowings under the Senior Credit Facility bear interest at floating rates, at the Company’s option, based upon either SOFR plus a spread of 1.00% to 1.75% or a base rate plus a spread of 0.00% to 0.75%. The applicable spread is determined quarterly based upon the Company’s consolidated net leverage ratio (as calculated per the Amended Credit Agreement). The Senior Credit Facility, which includes a $125,000 sublimit for the issuance of letters of credit and a $75,000 sublimit for swingline loans, is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes.
(b) The Company’s 4.000% Senior Notes Due 2029
On October 20, 2020, the Company completed the issuance of $350,000 aggregate principal amount of the 2029 Notes, which mature on April 15, 2029. The 2029 Notes are unsecured obligations of the Company and the interest is fixed at 4.000% and payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2021.
(c) The Company’s 6.500% Senior Notes Due 2031
On October 6, 2025, the Company completed the issuance of $400,000 aggregate principal amount of the 2031 Notes, which mature on January 15, 2031. Interest on the 2031 Notes is fixed at 6.500% and payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026. With the proceeds from the 2031 Notes, together with borrowings under the Senior Credit Facility and cash generated from operations, the Company (1) redeemed all of its outstanding $500,000 aggregate principal amount of the 2027 Notes on October 22, 2025, (2) paid $1,349 in accrued and unpaid interest on the 2027 Notes and (3) incurred $6,375 in fees and expenses related to the issuance and sale of the 2031 Notes, which were recorded as a reduction of the notes payable balance and are being amortized to interest expense over the term of the 2031 Notes. In addition, as the redemption of the 2027 Notes was accounted for as a debt extinguishment, the Company wrote off $1,156 of unamortized financing fees incurred and remaining redemption premium in connection with the issuance of the 2027 Notes, which was recognized in interest expense, net, and other in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2025.
The indenture governing the 2031 Notes contains covenants that, among other things, restrict the ability of Company to:
•sell assets,
•pay dividends or make other distributions on capital stock, make payments in respect of subordinated indebtedness or make other restricted payments,
•make certain investments,
•incur or guarantee additional indebtedness or issue preferred stock,
•create certain liens,
•enter into agreements that restrict dividends or other payments from restricted subsidiaries,
•consolidate, merge or transfer all or substantially all of their assets,
•engage in transactions with affiliates, and
•create unrestricted subsidiaries.
These covenants are subject to a number of important exceptions and qualifications. The indenture governing the 2031 Notes contains affirmative covenants and events of default that are customary for indentures governing high yield securities.
The 2031 Notes and the related guarantees thereof are not subject to any registration rights agreements.
As of December 31, 2025, the Company was in compliance with the various covenants under the Company’s debt instruments.
(d) Debt Balances
Outstanding debt balances as of December 31, 2025 and 2024 consisted of the following: | | | | | | | | | | | |
| As of December 31, |
| 2025 | | 2024 |
| | | |
| Senior Credit Facility | $ | 25,000 | | | $ | 210,000 | |
| | | |
| 2027 Notes | — | | | 500,000 | |
| 2029 Notes | 350,000 | | | 350,000 | |
| 2031 Notes | 400,000 | | | — | |
| Total debt outstanding | 775,000 | | | 1,060,000 | |
| Less unamortized fees and premium | (7,947) | | | (4,128) | |
| | | |
| Long-term portion of notes payable | $ | 767,053 | | | $ | 1,055,872 | |
The Company’s 4.625% Senior Notes due 2027, which were issued in October 2019, with an additional issuance in August 2020, were fully redeemed during the fourth quarter of 2025. As of December 31, 2025, the Company had outstanding letters of credit of $20,158, collateralized under the Senior Credit Facility, and $404,842 of available credit under the Senior Credit Facility. Outstanding borrowings under the Senior Credit Facility bore interest at a rate of 5.5% based on SOFR as of December 31, 2025.
(e) Letters of Credit
At December 31, 2025, the Company maintained outstanding standby letters of credit totaling $20,816 as collateral in relation to its workers’ compensation insurance agreements and a corporate office lease agreement. Of the $20,816 outstanding letters of credit, the Company has collateralized $658 in cash and cash equivalents and the remaining $20,158 is collateralized by the Senior Credit Facility. Outstanding standby letters of credit at December 31, 2024 totaled $20,912.