Long-Term Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consisted of the following:

	Maturity Date	June 30, 2021		December 31, 2020
2024 Term Loans (effective interest rate of 2.3% at June 30, 2021 and 2.8% at December 31, 2020)	February 15, 2024	$	1,794.9	$	1,807.4
2027 Term Loans (effective interest rate of 2.5% at June 30, 2021 and 3.0% at December 31, 2020)	August 10, 2027	742.5		746.2
2027 Senior Notes (effective interest rate of 5.4% at June 30, 2021 and December 31, 2020)	December 1, 2027	600.0		600.0
2029 Senior Notes (effective interest rate of 3.6% at June 30, 2021)	March 1, 2029	800.0		—
Revolver	February 15, 2024	—		—
Total		3,937.4		3,153.6
Less: unamortized original issue discount and debt issuance costs(1)		(44.0)		(39.2)
Less: current portion of long-term debt		(24.1)		(24.3)
		$	3,869.3	$	3,090.1

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(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

As described in our 2020 Form 10-K, our secured credit agreement (the Credit Facility) includes two tranches of term loans (the 2024 Term Loans and the 2027 Term Loans) and a revolving credit facility (the Revolver). A portion of the term loans is hedged by interest rate swap arrangements, as discussed in Note 10.

In March 2021, we refinanced the 2027 Term Loans to lower the interest rate margins by 0.5% with no changes made to the maturity date or any other terms. Following this refinancing, the 2027 Term Loans bear interest at a rate equal to, at our option, either (a) LIBOR plus 2.0% per annum or (b) 1.0% per annum plus the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate or (iii) one-month LIBOR plus 1.0%. Fees incurred in connection with the refinancing were not material.

As of June 30, 2021, we had $600.0 million available for borrowing under the Revolver and were not in violation of any covenants of the Credit Facility.

Senior Notes

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 proceeds from the issuance of the 2029 Senior Notes were retained for general corporate purposes. The 2029 Senior Notes were issued at par and bear interest at 3.5% per annum, payable annually on March 1 and September 1, commencing on September 1, 2021. The aggregate principal is payable at maturity, subject to earlier to earlier repurchase or optional redemption as described below. In conjunction with the issuance of the 2029 Senior Notes, we capitalized $9.0 million in debt issuance costs.

The 2029 Senior Notes are redeemable at our option, in whole or in part, any time prior to March 1, 2024 at a redemption price equal to 100.0% of the principal amount, plus accrued and unpaid interest, plus an applicable premium equal to the greater of 1.0% or the remaining scheduled payments of interest discounted to a present value amount. In the event of an equity offering prior to March 1, 2024, the 2029 Senior Notes may be partially redeemed with the net cash proceeds of such offering at our option at an amount equal to 103.5% of the principal amount, plus accrued and unpaid interest. On and after March 1, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at an amount equal to 101.75% of the principal amount, increasing to 101.875% as of March 1, 2025, and decreasing to 100.0% as of 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 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.

As of June 30, 2021, we were not in violation of any covenants of the 2027 Senior Notes or the 2029 Senior Notes.

Fair Value

The estimated fair values of our long-term debt instruments are based on observable market prices for these loans, which are traded in less active markets and therefore classified as Level 2 fair value measurements, and were as follows as of June 30, 2021:

2024 Term Loans	$	1,782.6
2027 Term Loans	$	738.3
2027 Senior Notes	$	631.4
2029 Senior Notes	$	797.4

Future Debt Maturities

Aggregate principal payments, exclusive of any unamortized original issue discount and debt issuance costs, due on long-term debt as of June 30, 2021 are as follows:

Year Ending December 31:
2021 (remainder of)	$	16.3
2022	32.5
2023	32.5
2024	1,740.0
2025	7.5
Thereafter	2,108.6
	$	3,937.4