Long-Term Debt
Long-term debt consisted of the following: | | | | | | | | | | | | | | | | | |
| | | December 31, |
| Maturity Date | | 2025 | | 2024 |
2029 Term Loans (effective interest rate of 6.6% at December 31, 2025 and 7.6% at December 31, 2024) | November 10, 2029 | | $ | 1,444.2 | | | $ | 1,458.9 | |
2031 Term Loans (effective interest rate of 6.2% at December 31, 2025 and 7.2% at December 31, 2024) | May 31, 2031 | | 985.0 | | | 995.0 | |
| | | | | |
2027 Senior Notes (effective interest rate of 5.5% at December 31, 2025 and 5.4% at December 31, 2024) | December 1, 2027 | | 600.0 | | | 600.0 | |
2029 Senior Notes (effective interest rate of 3.6% at December 31, 2025 and 3.6% at December 31, 2024) | March 1, 2029 | | 800.0 | | | 800.0 | |
Revolver | November 10, 2027 | | — | | | — | |
| Total | | | 3,829.2 | | | 3,853.9 | |
Less: unamortized original issue discount and debt issuance costs(1) | | (48.9) | | | (58.9) | |
| Less: current portion of long-term debt | | | (15.1) | | | (15.9) | |
| | | $ | 3,765.2 | | | $ | 3,779.1 | |
_________________________________
(1) Original issue discount and debt issuance costs are amortized to interest expense over the life of the related debt instruments using the interest method.
Credit Facility
Our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2029 Term Loans and the 2031 Term Loans), both of which were refinanced in 2024. The refinancing of the 2031 term loans replaced and extended the maturity of our previously issued term loans maturing in 2027, as described below, and a revolving credit facility (the Revolver). A portion of the term loans is hedged by interest rate swap agreements, as discussed in Note 10.
The 2031 Term Loans were originally issued in 2020 in an aggregate principal amount of $750.0 million with a 0.5% original issue discount. In May 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2031, the proceeds of which were used to refinance and extend the maturity of our 2027 Term Loans to 2031 and repay a portion of our 2029 Term Loans, as defined below. Pursuant to this amendment, the amortization rate for the 2031 Term Loans is 1.00% per annum and the 2031 Term Loans were issued at an applicable margin of (i) 1.75% for the term loans that are SOFR loans and (ii) 0.75% for the term loans that are ABR loans.
In January 2024, we entered into an amendment to the Credit Facility to provide for a new tranche of term loans maturing in 2029, the proceeds of which were used to refinance our existing term 2029 Term Loans at a lower interest margin. In May 2024, in conjunction with the amendment to the Credit Facility described above, we repaid $278.1 million of our 2029 Term Loans. In December 2024, we entered into an amendment to the Credit Facility to provide for a new $1,462.5 million tranche of term loans maturing in 2029. Pursuant to this amendment, the amortization rate for the 2029 Term Loans is 1.00% per annum and the 2029 Term Loans were issued at an applicable margin of (i) 1.75% for the term loans that are SOFR loans and (ii) 0.75% for the term loans that are ABR loans.
The borrowing capacity under our Revolver is $1.0 billion, which is reduced by any outstanding letters of credit. The Revolver bears interest at a rate equal to, at our option, either (i) SOFR for the applicable interest period plus a margin ranging from 1.25% to 1.75% per annum or (ii) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the Prime Rate or (c) SOFR for an interest period of one month plus 1.0% plus a margin ranging from 0.25% to 0.75% per annum, with the margins determined based on our first lien secured leverage ratio. The Revolver also contains a financial covenant requiring us to maintain a leverage ratio of 5.75:1.00 when our usage exceeds 40.0% of the maximum capacity. This ratio is calculated as the ratio of first lien secured debt less cash and cash equivalents to consolidated EBITDA (as defined in the Credit Facility). At December 31, 2025, we had $998.6 million available for borrowing under the Revolver.
All SOFR-based interest rates under the Credit Facility are subject to a 0.0% floor.
Principal payments comprising 0.25% of the initial principal balances of the term loans are due quarterly. In addition to paying interest on the outstanding principal under the term loans, we are required to pay a commitment fee ranging from 0.125% to 0.375% per annum for any unutilized commitments under the Revolver, with the applicable fee determined based on our first lien secured leverage ratio.
Significant terms of the Credit Facility are as follows:
•we are required to prepay outstanding term loans, subject to certain exceptions, with percentages of excess cash flow, proceeds of non-ordinary course asset sales or dispositions of property, insurance or condemnation proceeds and proceeds from the incurrence of certain debt;
•we are restricted by certain covenants, including, among other things, limitations on our ability to incur additional indebtedness, sell assets, incur additional liens, make certain fundamental changes, pay distributions and make certain investments; and
•subject to certain exceptions and exclusions, all obligations are unconditionally guaranteed by all of our wholly-owned, material domestic subsidiaries and are secured by substantially all of our and such subsidiaries real and personal property.
Senior Notes
In June 2019, we issued the 2027 Senior Notes in an aggregate principal amount of $600.0 million in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2027 Senior Notes were issued at par and bear interest at 5.25% per annum, with interest payable semiannually on June 1 and December 1. The aggregate principal amount outstanding is payable at maturity, subject to earlier repurchase or optional redemption as described below.
The 2027 Senior Notes are redeemable at our option, in whole or in part, at an amount equal to 100.0% of the principal amount, plus accrued and unpaid interest. Upon the occurrence of a change of control, we are required to offer to repurchase the 2027 Senior Notes from the holders at a price equal to 101.0% of the principal amount, plus accrued and unpaid interest.
In February 2021, we issued the 2029 Senior Notes in an aggregate principal amount of $800.0 million in a private placement offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2029 Senior Notes were issued at par and bear interest at 3.5% per annum, payable annually on March 1 and September 1. The aggregate principal is payable at maturity, subject to earlier repurchase or optional redemption as described below.
We may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 100.875% of the principal amount, decreasing to 100.0% at March 1, 2026, plus accrued and unpaid interest. Upon the occurrence of a change of control, we are required to offer to repurchase the Senior Notes from the holders at a price equal to 101.0% of the principal amount, plus accrued and unpaid interest.
Significant terms of the 2027 Senior Notes and 2029 Senior Notes are as follows:
•they are subordinated to our existing secured debt, including the Credit Facility, and any future secured debt we may issue;
•all obligations are unconditionally guaranteed by all of our material domestic subsidiaries;
•we are restricted by certain covenants, including limitations on our ability to incur additional indebtedness, incur additional liens, consolidate with or merge with or into another entity and sell substantially all of our assets; and
•certain covenants may be suspended if we are able to obtain and maintain investment grade ratings and no event of default has occurred.
Fair Value
The estimated fair values of our long-term debt instruments are based on observable market prices for these instruments, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of December 31, 2025:
| | | | | |
| 2029 Term Loans | $ | 1,447.8 | |
| 2031 Term Loans | $ | 988.1 | |
| 2027 Senior Notes | $ | 601.3 | |
| 2029 Senior Notes | $ | 767.5 | |
Future Debt Maturities
Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of December 31, 2025 were as follows: | | | | | | | |
| Year Ending December 31: | | | |
| 2026 | | | $ | 24.6 | |
| 2027 | | | 624.6 | |
| 2028 | | | 24.6 | |
| 2029 | | | 2,210.3 | |
| 2030 | | | 10.0 | |
| Thereafter | | | 935.1 | |
| | | $ | 3,829.2 | |