Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

8. Debt

Debt outstanding consisted of the following (in millions)

		June 30,			December 31,
	Maturity Date	2023			2022
Term Loan	May 1, 2024	$	—		$	65
Term Loan, B-1(1)	August 31, 2028		2,501			2,448
Secured Senior Notes	June 1, 2025		308			310
$300 million Revolving Credit Facility, Amended	August 31, 2026		—			—
Total debt, net			2,809			2,823
Less: current portion of long-term debt, net			(25	)		(31	)
Total long-term debt, net		$	2,784		$	2,792

(1)The net balance for the B-1 Term Loan at both June 30, 2023 and December 31, 2022 includes unamortized debt issuance costs of approximately $8 million.

Term Loan

In May 2017, the Company entered into a 7-year Initial Term Loan. During November 2017 and November 2019, the Company entered into Incremental Term Loans under identical terms as the Initial Term Loan. In August 2020, the Company refinanced a portion of the Term Loan by paying down $270 million of principal using the proceeds from the August 2020 Unsecured Senior Notes issuance, extending the maturity date on $1,986 million of the balance to October 31, 2026, and adding an interest rate floor of 50 bps (the "Amended Term Loan"). As part of the consideration transferred in the Business Combination, $556 million of principal was repaid on the portion of the Term Loan that was not amended. In August 2021, the Company entered into a new Third Incremental Term Loan facility for $525 million that matures August 31, 2028. In January 2022, the Company refinanced the Amended Term Loan and the Third Incremental Term Loan to have a concurrent maturity date of August 31, 2028 and updated interest rate terms as described below (the "B-1 Term Loan"). In March 2023, the Company refinanced the remaining portion of the 7-year Term Loan in full by increasing the existing B-1 Term Loan by approximately $65 million under identical terms as the B-1 Term Loan.

Interest rates on the B-1 Term Loan borrowings are based on the Secured Overnight Financing Rate ("SOFR") plus a margin of 300 bps. The Company is required to make principal payments at the end of each fiscal quarter based on defined terms in the agreement with the remaining principal balances due on the maturity dates.

During the three and six months ended June 30, 2023, the Company made total principal payments of $6 million and $13 million, respectively. During the three and six months ended June 30, 2022 the Company made total principal payments $8 million and $16 million, respectively. The Company utilized swap agreements to fix a portion of the floating interest rates through December 2026 (see Note 13 “Derivative Financial Instruments”).

Secured Senior Notes

In May 2020, the Company issued $300 million of Secured Senior Notes. These Secured Senior Notes have a maturity date of June 1, 2025 and accrue interest at a fixed rate of 5.75% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2020.

Revolving Credit Facility

In May 2017, the Company entered into a 5-year $250 million revolving credit facility with a multi-bank syndicate with a maturity date of May 1, 2022. During August 2020, the Company extended the maturity date for $226 million of the revolving credit facility to October 31, 2024. In August 2021, the Company replaced and refinanced the revolving credit facilities with a $294 million revolving credit facility with a maturity date of August 31, 2026. In March 2023, the Company amended and upsized the revolving credit facility to $300 million and updated the benchmark reference rate from LIBOR to Term SOFR. No changes were made to the maturity date. At June 30, 2023, approximately $3 million of unused letters of credit related to various insurance policies and real estate leases were issued under the revolving credit facility and there were no borrowings. The Company is required to make periodic payments for commitment fees and interest related to the revolving credit facility and outstanding letters of credit. During the three and six months ended June 30, 2023 and 2022, respectively, the Company made immaterial payments related to these fees.

Financing Fees, Premiums and Interest Expense

The Company capitalized financing fees and premiums related to the Term Loan, Revolver and Secured Senior Notes issued. These financing fees and premiums were recorded as an offset to the aggregate debt balances and are being amortized over the respective loan terms.

Total interest expense related to the debt instruments for the three months ended June 30, 2023 and 2022 was $55 million and $28 million, respectively, which included a $1 million benefit for both the three months ended June 30, 2023 and 2022. Total interest expense related to the debt instruments for the six months ended June 30, 2023 and 2022 was $106 million and $55 million, respectively, which included a $1 million benefit for both the six months ended June 30, 2023 and 2022. Interest expense is recorded in Interest expense in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Principal Payments

Aggregate remaining contractual principal payments as of June 30, 2023 are as follows (in millions):

2023	$	14
2024		25
2025		325
2026		25
2027		25
Thereafter		2,393
Total payments	$	2,807