SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Senior Notes due 2030 and 2020 Credit Agreement

On July 1, 2020, the Company issued $1.0 billion aggregate principal amount of 2.800% Senior Notes due July 15, 2030 (the “Senior Notes”). The Senior Notes were sold to a group of financial institutions as initial purchasers who subsequently resold the Senior Notes to non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 99.921% of their principal amount. Interest on the Senior Notes is payable semi-annually in arrears beginning on January 15, 2021. The Senior Notes may be redeemed in whole or in part by the Company (a) at any time prior to April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus the Applicable Premium (as calculated in accordance with the indenture governing the Senior Notes) as of, and any accrued and

unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date, and (b) on or after April 15, 2030 at a redemption price equal to 100% of the principal amount of the Senior Notes, plus any accrued and unpaid interest, if any, on the principal amount of Senior Notes being redeemed to, but excluding, the redemption date. The Company used a portion of the net proceeds from the issuance of the Senior Notes to repay outstanding borrowings under the 2017 Credit Agreement, and intends to use the remaining proceeds to fund all or a portion of the costs of any strategic acquisitions the Company pursues in the future, to finance the growth of the Company's business and for working capital and other general corporate purposes. Other general corporate purposes may include additions to working capital, capital expenditures, repayment of debt, investments in the Company’s subsidiaries and the repurchase, redemption or retirement of securities, including the Company’s common stock. In connection with the issuance of the Senior Notes, the Company incurred approximately $13.2 million in debt issuance costs, $3.2 million of which was accrued as of June 30, 2020 and recorded as deposits and other assets on the Company's condensed consolidated balance sheets.

On July 1, 2020, the Company also entered into the 2020 Credit Agreement, which amended, restated and replaced in its entirety the 2017 Credit Agreement. The 2020 Credit Agreement provides for a $750 million revolving credit facility with a term of five years and a letter of credit sublimit of $20 million from a syndicate of financial institutions as lenders and issuing banks. On July 1, 2020, the Company repaid in full the balance on its existing $750 million revolving credit facility under the 2017 Credit Agreement using the proceeds from the issuance of the Senior Notes. Subject to certain conditions, on no more than five occasions, the Company may request increases in the amount of revolving commitments and/or the establishment of term commitments under the 2020 Credit Agreement. Borrowings under the 2020 Credit Agreement will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a LIBOR or EURIBOR (with a floor of 0%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case depending on the Company's Total Leverage Ratio (as defined in the 2020 Credit Agreement). LIBOR may not always be available to the Company as a base interest rate for borrowings under the credit facility. The 2020 Credit Agreement is scheduled to mature on July 1, 2025. Funds drawn down on the revolving credit facility pursuant to the 2020 Credit Agreement may be used for working capital and other general corporate purposes of the Company and its restricted subsidiaries. In connection with the 2020 Credit Agreement, the Company incurred approximately $3.2 million in debt issuance costs, $0.5 million of which was accrued as of June 30, 2020 and recorded as deposits and other assets on the Company's condensed consolidated balance sheets.

Obligations under both the Senior Notes and the 2020 Credit Agreement are guaranteed on a senior unsecured basis by the domestic material wholly-owned subsidiaries of the Company. The terms of both the Senior Notes and the 2020 Credit Agreement also require that the Company comply with certain customary financial and non-financial covenants.