DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

DEBT

Debt obligations consist of the following:

	Maturity Date	March 31, 2024		December 31, 2023
Term loan facility
2019 Term Loan	October 1, 2026	$	330	$	330
2021 Term Loan	January 3, 2029	1,707		1,407
Revolving Credit Facility	October 1, 2026	100		—
Senior notes
4.125% Senior Notes	July 15, 2029	337		337
4.750% Senior Notes	October 15, 2029	277		277
Other obligations		5		5
Total debt obligations		2,756		2,356
Less: unamortized deferred financing costs		(27)		(29)
Total debt, net of deferred financing costs		2,729		2,327
Less: short-term and current portion of long-term debt		(105)		(5)
Long-term debt, less current portion		$	2,624	$	2,322

Term loan facility

During the three months ended March 31, 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. For additional information regarding the Series B Preferred Stock Conversion, see Note 15 - "Shareholders' Equity and Redeemable Convertible Preferred Stock."

As of March 31, 2024, the Company had $330 of principal outstanding under the $1,200 term loan (the "2019 Term Loan") with a maturity date of October 1, 2026. 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 1.25% or (b) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25% plus a credit spread adjustment ("CSA").

As of March 31, 2024, the Company had $1,707 of principal outstanding under the incremental term loan used to finance the Chubb acquisition (the "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 1.50% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50% plus a CSA.

As of March 31, 2024, the Company had $100 outstanding under the $500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”). The interest rate applicable to 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

As of March 31, 2024, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum, and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the first swapped $400 notional value of the term loans is 3.41% and the second swapped $720 notional value of the term loans is 3.59% through their maturity. The remaining $917 of the term loans balance will bear interest based on one month SOFR plus CSA plus 225 basis points or SOFR plus CSA plus 250 basis points, but the rate will fluctuate as SOFR fluctuates. Refer to Note 8 - "Derivatives" for additional information.

As of March 31, 2024 and December 31, 2023, the Company had $100 and $0 outstanding under the Revolving Credit Facility, respectively, and $396 and $495 was available at March 31, 2024 and December 31, 2023, respectively, after giving effect to $4 and $5 of outstanding letters of credit, respectively.

As of March 31, 2024 and December 31, 2023, 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 balance as of March 31, 2024 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 balance as of March 31, 2024 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 March 31, 2024, and December 31, 2023.

Other obligations

As of March 31, 2024 and December 31, 2023, the Company had $5 and $5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.