Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

NOTE 10. DEBT

Debt obligations consist of the following:

	Maturity Date	June 30, 2023			December 31, 2022
Term loan facility
2019 Term Loan	October 1, 2026	$	1,027		$	1,127
2021 Term Loan	January 3, 2029		985			1,085
Revolving Credit Facility	October 1, 2026		—			—
Senior notes
4.125% Senior Notes	July 15, 2029		337			337
4.750% Senior Notes	October 15, 2029		277			277
Other obligations			6			6
Total debt obligations			2,632			2,832
Less: unamortized deferred financing costs			(36	)		(43	)
Total debt, net of deferred financing costs			2,596			2,789
Less: short-term and current portion of long-term debt			(6	)		(206	)
Long-term debt, less current portion		$	2,590		$	2,583

Term loan facility

The Company amended its credit agreement during the three months ended June 30, 2023, which provided for amended interest rates applicable to the Company's existing 2019 Term Loan and 2021 Term Loan and future borrowings under the revolving credit facility. In May 2023, the Company entered into an amendment to the credit agreement to replace the London Inter-Bank Offered Rate ("LIBOR") index with Term SOFR.

As of June 30, 2023, the Company had $1,027 of principal outstanding under the $1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026. During the six months ended June 30, 2023, the Company made a payment of $100 on the 2019 Term Loan. The interest rate applicable to the 2019 Term Loan is, at the Company's option, either (a) a base rate plus an applicable margin equal to 1.50% or (b) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50% plus a credit spread adjustment ("CSA").

As of June 30, 2023, the Company had $985 of principal outstanding under the $1,100 term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. During the six months ended June 30, 2023, the Company made a payment of $100 on the 2021 Term Loan. 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) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75% plus a CSA.

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 Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a CSA.

Swap activity

In the three months ended June 30, 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the 2019 Term Loan and 2021 Term Loan.

As of June 30, 2023, the Company had a four-year interest rate swap with respect to $720 of notional value of the 2019 Term Loan, exchanging one-month SOFR for a fixed rate of 3.59% per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the 2019 Term Loan is 3.59% through its maturity. The remaining $307 of the 2019 Term Loan balance will bear interest based on one-month SOFR plus 250 basis points, but the rate will fluctuate as SOFR fluctuates.

During the first quarter of 2023, the Company began a five-year interest rate swap on the 2021 Term Loan exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the swapped $400 notional value of the 2021 Term Loan is 3.41% through its maturity. The remaining $585 of the 2021 Term Loan balance will bear interest based on one-month SOFR plus 275 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 8 - "Derivatives" for additional information.

As of June 30, 2023 and December 31, 2022, the Company had no amounts outstanding under the Revolving Credit Facility, and $483 and $446 was available at June 30, 2023 and December 31, 2022, respectively, after giving effect to $17 and $54 of outstanding letters of credit, respectively.

As of June 30, 2023 and December 31, 2022, the Company was in compliance with all applicable debt covenants.

Senior notes

4.125% Senior Notes

During 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 repurchased $13 of the 4.125% Senior Notes in September 2022 and the balance as of June 30, 2023 was $337.

4.750% Senior Notes

During 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 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The Company repurchased $23 of the 4.750% Senior Notes in September 2022 and the balance as of June 30, 2023 was $277.

The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of June 30, 2023, and December 31, 2022.

Other obligations

As of each of June 30, 2023 and December 31, 2022, the Company had $6 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.