DebtThe following table summarizes our total indebtedness:
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Revolving Credit Facility | | | | | | | | | | |
Term Loan Facility (Tranche 1) | | | | | | | | | | |
Term Loan Facility (Tranche 2) | | | | | | | | | | |
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Debt discounts and issuance costs | | | | | | | | | | |
Current portion of long-term debt(1) | | | | | | | | | | |
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(1) $100.0 relates to the Senior Secured Notes due November 2026. |
Senior Secured Notes (2026)
In May 2025, we used the proceeds from the incremental Tranche 2 term loans under the Credit Facilities (described below)
to redeem $500.0 aggregate principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid
interest through the May 30, 2025 redemption date. In September 2025, we redeemed an additional $100.0 aggregate
principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September
30, 2025 redemption date, and in January 2026, we redeemed the remaining $100.0 aggregate principal amount, plus accrued
and unpaid interest through the January 30, 2026 redemption date.
Interest on the Senior Secured Notes due 2026 was payable semi-annually to holders of record on May 1 and November 1 of
each year. The Senior Secured Notes due 2026 were secured on a first-lien pari passu basis with borrowings under our credit
facilities and Senior Secured Notes due 2028. These Notes were guaranteed on a joint and several basis by each of our
indirect subsidiaries that was an obligor or guarantor under our credit facilities and were secured on a first-priority basis by
the collateral owned or subsequently acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secured
the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).
Senior Notes (2029) and Senior Secured Notes (2028)
Interest on the Senior Notes due 2029 and Senior Secured Notes due 2028 is payable semi-annually to holders of record on
June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with
borrowings under our credit facilities. Both series of Notes are guaranteed on a joint and several basis by each of our indirect
subsidiaries that is an obligor or guarantor under our credit facilities.
The Senior Notes due 2029 and Senior Secured Notes due 2028 are subject to redemption as a result of certain changes in
control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at our
election, both series of Notes may be redeemed during the 12 month period commencing on June 30 of each of the years
based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.
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| | Redemption Price (as a percentage of principal) |
| | | | Senior Secured Notes (2028) |
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The indentures governing these Notes contain covenants which, among other things, limit the incurrence of additional
indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making
restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision
of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the
transfer or sale of assets, and the creation of certain liens. As of December 31, 2025, we were in compliance with all of the
indenture covenants.
The Credit Facilities
We have a revolving credit facility and a term loan facility (together, the “Credit Facilities”), as further described below. The
Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and
certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities,
subject to customary exceptions. The credit agreement governing the Credit Facilities contains customary events of default
and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred
stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate
transactions, or incurring certain liens.
The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be
accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material
inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the
Senior Secured Notes due 2028 and the Senior Notes due 2029), voluntary and involuntary bankruptcy proceedings, material
money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change
of control events, and other customary events of default, in each case subject to threshold, notice, and grace period
provisions.
We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage
ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2025, we were in compliance with the
covenants for the credit facilities.
Revolving Credit Facility (2029)Our $775.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit
of $77.0). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to its
maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior
Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original
maturity date).
In August 2025, we increased the availability under our revolving credit facility from $700.0 to $775.0. All other terms
related to the revolving credit facility were substantively unchanged. As of December 31, 2025, letters of credit totaling $6.5
were collateralized by the revolving credit facility.
The revolving credit facility carries a base interest rate at Term SOFR, plus 3.25% per annum (which decreases to 3.00% or
2.75% per annum upon the achievement of certain first lien leverage ratios as defined in the credit agreement governing the
Credit Facilities). The revolving credit facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum,
based on first lien leverage ratios) times the unutilized amount of total revolving commitments.
Term Loan Facility (2031)
Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a
base interest rate at Term SOFR, plus 2.75% per annum. In May 2025, we entered into an incremental $500.0 tranche of term
loans. These Tranche 2 term loans carry a base interest rate at Term SOFR, plus 3.25% per annum. The issuance proceeds
were used to redeem a portion of the Senior Secured Notes due 2026 described above.
The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due
to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market
observable data for debt with similar prepayment features. The fair value of our debt was $4,369.9 and $4,423.2 at December
31, 2025 and December 31, 2024, respectively, and is considered Level 2 under the fair value hierarchy.
Amounts due under our outstanding borrowings as of December 31, 2025 are as follows:
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Less: capitalized debt issuance costs and original issue discount | |
Total, including the current portion of long-term debt | |