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Credit Agreement
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Credit Agreement
8. Credit Agreement
On August 15, 2018, the Company entered into a Credit Agreement which provided for senior secured term loans in an aggregate principal amount of $820.0 million (the “Closing Term Loans”) and a revolving credit facility of $50.0 million.
On April 23, 2019, the Credit Agreement was amended to increase the senior secured term loan facility by $
400.0
million, on terms identical to those applicable to the Closing Term Loans (together with the Closing Term Loans, the “Initial Term Loans”).
On April 27, 2020, the Credit Agreement was further amended to modify certain negative covenants.
On May 6, 2020, the Credit Agreement was further amended (the “Third Amendment”) to increase the senior secured term loan facility by an additional $
300.0
million (the “Third Amendment Term Loans”).
On October 27, 2020, the Credit Agreement was further amended to increase the aggregate principal amount of the revolving credit facility by an additional $540.0 million.
On November 30, 2020, the Company borrowed $150.0 million under the revolving credit facility.
On February 12, 2021, the Company amended the Credit Agreement to 1) increase the senior secured term loan facility by an aggregate principal amount of $
597.8
 million (the “Fifth Amendment Term Loans”, and together with the Initial Term Loans, the “Term Loans”), on terms identical to those applicable to the existing Initial Term Loans, the proceeds of which was partially used to repay in full the outstanding principal and accrued and unpaid interest of the Third Amendment Term Loans, totaling $
298.2
 million, in accordance with the
pre-existing
early redemption option in the Credit Agreement, and 2) increase the aggregate principal amount of the revolving credit facility by an additional $
10.0
 million, on terms identical to those applicable to the existing revolving credit facility. According to the amended Credit Agreement, the Company is required to make equal quarterly repayments of $
4.6
 million with respect to the Term Loans. In connection with this amendment, the Company paid $
0.8
 million in fees to KKR Capital Markets LLC,
who is affiliated with KKR Denali, one of the Company’s principal stockholders.
The Company evaluated the accounting for the Fifth Amendment Term Loans on a
creditor-by-creditor
basis. For existing creditors who participated in the Fifth Amendment Term Loans, the transaction was accounted for as a debt modification because the present value of the cash flows between the two debt instruments before and after the transaction was less tha
n
10
%.
For new creditors, the transaction was accounted for as an issuance of new debt. As a result,
$
2.9
 million of the $
3.5
 
million third-party issuance costs related to the modified debt was recorded in other income, net on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2021, with the remaining
 
$
0.6
 
million related to the new debt recorded as a reduction to the carrying amount of the Term Loans. In addition, the Company recorded
$
5.6
 
million for an embedded derivative related to the contingent interest adjustment feature of the Fifth Amendment Term Loans, which was bifurcated and accounted for separately as the feature is not clearly and closely related to the host instrument. For details regarding the fair value measurement of the embedded derivative, see Note 4. The debt discount related to the deferred third-party issuance costs, the bifurcated embedded derivative and the unamortized debt discount of the Initial Term Loans that were modified as part of the amendment is being amortized to interest expense using the effective interest method over the remaining contractual term of the Term Loans.
The Company accounted for the early repayment of the Third Amendment Term loans as a debt extinguishment. As a result, the Company recognized a loss on debt extinguishment of $
16.9
 
 million during the three months ended March 31, 2021, which was recorded in interest expense and loss on extinguishment of debt on the Company’s condensed consolidated statements of operations. The loss on debt extinguishment consisted primarily of the unamortized original issue discount and debt issuance cost. 
On March 31, 2021, the Company drew down an additional $250.0 million from the Company’s $600.0 million revolving credit facility. A lender under the revolving credit facility is an affiliate of KKR Denali, a principal stockholder of the Company. Following such draw down
,
the Company had an aggregate amount of $400.0 
million outstanding under the revolving credit facility, which was repaid in full with the net proceeds from the IPO in April 2021.
As of March 31, 2021, the Company was in compliance with all of the covenants.
After the effectiveness of the IPO Registration Statement, the applicable margins for both the Term Loans and the Revolving Credit Loans were reduced by 0.25% on April 16, 2021 in accordance with the
pre-existing
terms of the Credit Agreement.