Credit Agreement

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Credit Agreement

Credit Agreement

The Company is a party to a certain credit agreement (the “Credit Agreement”), which provides for senior secured term loans and a revolving credit facility.

In January 2023, the Company entered into Amendment No. 7 to the Credit Agreement to transition the benchmark interest rate from the London Interbank Offered Rate (“LIBOR”) to the Term Secured Overnight Financing Rate (“SOFR”), which included a 10 basis-point credit spread adjustment. In June 2023, the Company entered into Amendment No. 8 to the Credit Agreement to extend the maturity date with respect to the revolving credit facility to the earlier of 91 days prior to the final maturity of any term loan under the Credit Agreement (unless all term loans with a maturity date earlier than October 25, 2028 have been repaid in full prior to such date) and June 12, 2028, and increase the maximum commitment of the revolving credit facility by $10.0 million to an aggregate of $610.0 million. The other material terms of the Credit Agreement were unchanged. The Company incurred $4.0 million in debt issuance costs in connection with Amendment No. 8 which were deferred and are being recognized as interest expense over the term of revolving credit facility. These costs were included in "Other assets" in the Company's condensed consolidated balance sheet.

In August 2023, the Company entered into Amendment No. 9 to the Credit Agreement to refinance certain term loans in the aggregate principal amount of $1.7 billion with a maturity date of August 15, 2025. The refinanced term loans have (a) a principal amount of $1.5 billion, to be repaid in equal quarterly installments of $3.8 million with the remaining balance due on August 16, 2030, (b) an interest rate “floor” of 50 basis points if such loans bear interest based on SOFR (such loans, “Term SOFR Loans”), and (c) an applicable margin for Term SOFR Loans equal to 3.10% (or 2.00% for base rate loans). The other material terms of the refinanced term loans remain unchanged.

The Company evaluated the refinancing transaction described above on a creditor-by-creditor basis to determine the appropriate application of modification or extinguishment accounting under the provisions of ASC 470-50. As a result, the Company recorded a loss on extinguishment of debt of $4.3 million and an expense for third-party costs related to modification of debt of $11.1 million, in interest expense and loss on debt settlement and interest income and other, net, respectively, in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2023. The Company recorded the refinanced term loans at face value less unamortized debt discount and issuance cost of $20.1 million, which is subject to amortization over the term of the refinanced term loans using the effective interest method.

In August 2023, the Company drew down $185.0 million from the revolving credit facility. As of September 30, 2023, an aggregate of $418.7 million was available to be drawn from the revolving credit facility.