Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

NOTE 12. DEBT

Debt obligations consist of the following:

	Maturity Date	December 31, 2022			December 31, 2021
Term loan facility
2019 Term Loan	October 1, 2026	$	1,127		$	1,140
Revolving Credit Facility	October 1, 2026		—			—
2021 Term Loan	January 3, 2029		1,085			—
Senior notes
4.125% Senior Notes	July 15, 2029		337			350
4.750% Senior Notes	October 15, 2029		277			300
Other obligations			6			1
Total debt obligations			2,832			1,791
Less: unamortized deferred financing costs			(43	)		(24	)
Total debt, net of deferred financing costs			2,789			1,767
Less: short-term and current portion of long-term debt			(206	)		(1	)
Long-term debt, less current portion		$	2,583		$	1,766

Term loan facility

As of December 31, 2022, the Company had $1,127 of principal outstanding under the 2019 Term Loan. During the year ended December 31, 2022, the Company made payments of $13 on the 2019 Term Loan. The interest rate applicable to the 2019 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 1.50% or (b) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50%.

The Company completed an amendment to its credit agreement during 2022 ("2022 Incremental Amendment") and entered into an incremental $1,100 term loan ("2021 Term Loan"), with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 1.75% or (2) Stock Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%. The 2021 Term Loan balance will bear interest at 7.38% per annum based on one-month LIBOR plus 275 basis points, but the rate will fluctuate as LIBOR fluctuates. During the year ended December 31, 2022, the Company made payments of $15 on the 2021 Term Loan.

As of December 31, 2022, the Company had a four-year interest rate swap with respect to $720 of notional value of the 2019 Term Loan, exchanging one-month LIBOR for a fixed rate of 3.64% per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the 2019 Term Loan is 3.64% through its maturity. The remaining $407 of the 2019 Term Loan balance will bear interest at 7.13% per annum based on one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates. Starting in January 2023, the Company will have a 5-year interest rate swap on the 2021 Term Loan exchanging one-month LIBOR for a rate of 3.46%. Refer to Note 9 - "Derivatives" for additional information.

Under the 2022 Incremental Amendment, the Company increased the revolving credit facility capacity by an additional aggregate principal amount of $200 to $500 and extended the maturity date to 2026. The interest rate applicable to borrowings under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25%, or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25%.

At December 31, 2022 and 2021, the Company had no amounts outstanding under the Revolving Credit Facility, and $446 and $227 was available at December 31, 2022 and 2021, respectively, after giving effect to $54 and $73 of outstanding letters of credit, respectively.

As of December 31, 2022 and 2021, the Company was in compliance with all applicable debt covenants.

Senior notes

4.125% Senior Notes

During the year ended December 31, 2021, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries. The Company used the net proceeds from the sale of the 4.125% Senior Notes to prepay a portion of the 2019 Term Loan, repay a previously outstanding term loan of $250, and fund general corporate purposes.

4.750% Senior Notes

During the year ended December 31, 2021, The Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes"), issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The gross proceeds from the offering were held in an escrow account as of December 31, 2021 and classified within restricted cash on the consolidated balance sheets. Upon closing of the Chubb Acquisition, the funds were released from escrow and at that time the 4.750% Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries.

Senior Notes Repurchases

During the year ended December 31, 2022, the Company repurchased on the open market $13 and $23 of the 4.125% Senior Notes and 4.750% Senior Notes, respectively (the "Repurchases"). In connection with the Repurchases, the Company recognized a net gain on debt extinguishment of $5.

The Company was in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes as of December 31, 2022 and 2021.

Other obligations

As of December 31, 2022 and 2021, the Company had $6 and $1 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles. Amounts outstanding under these notes are included in the table below.

Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2022, are as follows:

Years Ending December 31:
2023	$	6
2024		—
2025		—
2026		1,127
2027		—
Thereafter		1,699
Total	$	2,832