Notes Payable and Indebtedness

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Notes Payable and Indebtedness

Notes Payable and IndebtednessOur borrowings are summarized in the following table:

		June 30, 2022						December 31, 2021
	Maturity	Principal amount		Debt issuance costs and discount*		Carrying value		Principal amount		Debt issuance costs and discount*		Carrying value
Debt maturing within one year:
2026 Term loan (1)	February 8, 2026	$	28.1	$	—	$	28.1	$	28.1	$	—	$	28.1
2029 Term loan (1)	January 18, 2029	4.6		—		4.6		—		—		—
Total short-term debt		$	32.7	$	—	$	32.7	$	28.1	$	—	$	28.1
Debt maturing after one year:
2026 Term loan (1)	February 8, 2026	$	2,740.7	$	56.9	$	2,683.8	$	2,754.8	$	64.5	$	2,690.3
2029 Term loan (1)	January 18, 2029	454.3		6.9		447.4		—		—		—
Revolving facility (1) (2)	September 11, 2025	95.0		—		95.0		160.0		—		160.0
5.000% Senior unsecured notes (1)	December 15, 2029	460.0		6.4		453.6		460.0		6.8		453.2
6.875% Senior secured notes (1)	Fully paid off in January 2022	—		—		—		420.0		6.8		413.2
Total long-term debt		$	3,750.0	$	70.2	$	3,679.8	$	3,794.8	$	78.1	$	3,716.7
Total debt		$	3,782.7	$	70.2	$	3,712.5	$	3,822.9	$	78.1	$	3,744.8

*Initial debt issuance costs were recorded as a reduction of the carrying amount of the debt and amortized over the contractual term of the debt. Balances represent the unamortized portion of debt issuance costs and discounts.

(1) The 5.000% Senior Unsecured Notes, the 6.875% Senior Secured Notes and the Senior Secured Credit Facilities contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at June 30, 2022 and December 31, 2021.

(2) The Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at June 30, 2022 and December 31, 2021.

On January 18, 2022, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility, to establish Incremental Term Loans in an aggregate principal amount of $460 million with a maturity date of January 18, 2029 ("2029 Term Loan"). We used the proceeds from the 2029 Term Loans to redeem our then-outstanding $420 million in aggregate principal amount of the 6.875% Senior Secured Notes due 2026, inclusive of early redemption premium of $16.3 million, accrued interest and fees and expenses. As a result of the redemption, we recorded a loss on debt extinguishment of $23.0 million as the difference between the settlement payments of $436.3 million and the carrying amount of the debt of $413.3 million, including unamortized debt issuance costs of $6.7 million. The loss was recorded within "Non-operating income (expense)-net" for the six months ended June 30, 2022. Initial debt issuance costs of $7.4 million related to the 2029 Term Loan were recorded as a reduction of the carrying amount of the term loan and will be amortized over its contractual term.

Senior Secured Credit Facilities

Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR or Secured Overnight Financing Rate ("SOFR") for the interest period relevant to such borrowing, subject to interest rate floors, and they are secured by substantially all of the Company’s assets. Initial debt issuance costs related to the Term Loan facility were recorded as a reduction of the carrying amount of the Term Loan Facility and are being amortized over

the term of the facility. Initial debt issuance costs related to the Revolving Facility were included in "Other non-current assets" on the consolidated balance sheet and amortized over the term of the Revolving Facility.

Other details of the Senior Secured Credit Facilities:

•For the 2029 Term Loan, beginning June 30, 2022, the principal amount is required to be paid down in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on January 18, 2029. The 2029 Incremental Term Loan bears interest at a rate per annum equal to 325 basis points over a SOFR rate for the interest period. The interest rate associated with the outstanding balance of the 2029 Term Loan at June 30, 2022 was 4.747%.

•For the term loans issued prior to January 18, 2022, beginning June 30, 2020, the principal amount is required to be paid down in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on February 8, 2026 ("2026 Term Loan"). The margin to LIBOR was 500 basis points initially. Several amendments were made subsequently to reduce the margin to LIBOR. As of June 30, 2022 and December 31, 2021, the spread was 325 basis points. The interest rate associated with the outstanding balances of the 2026 Term Loan at June 30, 2022 and December 31, 2021 were 4.874% and 3.352%, respectively.

•For borrowings under the Revolving Facility, the margin to LIBOR was 350 basis points initially. Subsequent to the IPO transaction, the spread was reduced by 25 basis points to 325 basis points, subject to a ratio-based pricing grid. The aggregate amount available under the Revolving Facility is $850 million. The available borrowings under the Revolving Facility at June 30, 2022 and December 31, 2021 were $755 million and $690 million, respectively. The interest rate associated with the outstanding balance of the Revolving Facility at June 30, 2022 and December 31, 2021 was 4.592% and 3.104%, respectively.

Other

We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $12.0 million at June 30, 2022 and $13.5 million at December 31, 2021.

On March 2, 2022, the Company entered into three-year interest rate swaps with an aggregate notional amount of

$250 million, effective February 28, 2022 through February 27, 2025. For these swaps, the Company pays a fixed rate of 1.629% and receives the one-month Term SOFR rate.

On March 30, 2021, the Company entered into three-year interest rate swaps with an aggregate notional amount of $1 billion, effective March 29, 2021 through March 27, 2024. For these swaps, the Company pays a fixed rate of 0.467% and receives the one-month LIBOR rate.

In April 2022, the Company entered into cross currency interest rate swaps with aggregate notional amounts of $375 million with terms of two to four years which are designated as net investment hedges. We receive monthly fixed-rate interest payments from the counter parties through the respective maturity dates. For the three and six months ended June 30, 2022, we received aggregate payments of $1.3 million which were recorded as contra expense in "Interest expense" within our consolidated income statement. See further discussion in Note 12 to our condensed consolidated financial statements.