Fair Value Measurement

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurement

16. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows:

•Level 1 – observable inputs such as quoted prices in active markets for identical assets and liabilities;

•Level 2 – inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and

•Level 3 – unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (in millions):

	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	21	$	—	$	21
Additional seller note	—		—		36		36
Total assets recorded at fair value	$	—	$	21	$	36	$	57
Liabilities
Interest rate swaps	$	—	$	1	$	—	$	1
Seller earnouts liability	—		—		29		29
Tax receivable agreement liability (1)	—		—		533		533
Total liabilities recorded at fair value	$	—	$	1	$	562	$	563

	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Interest rate swaps	$	—	$	31	$	—	$	31
Additional seller note	$	—	$	—	$	50	$	50
Total assets recorded at fair value	$	—	$	31	$	50	$	81
Liabilities
Interest rate swaps	—		—		—		—
Contingent consideration liability	—		—		6		6
Seller earnouts liability	—		—		51		51
Tax receivable agreement liability (1)	—		—		620		620
Total liabilities recorded at fair value	$	—	$	—	$	677	$	677

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(1)Excludes the portion of liability related to the exchanges of Class A Units not measured at fair value on a recurring basis.

Derivatives

The valuations of the derivatives intended to mitigate our interest rate risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk.

Additional Disclosures Regarding Fair Value Measurements

The fair value of the Company’s debt is classified as Level 2 within the fair value hierarchy and corroborated by observable market data is as follows (in millions):

	March 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities
Current portion of long-term debt, net	$	20	$	20	$	25	$	25
Long-term debt, net	1,999		1,984		2,000		2,008
Total	$	2,019	$	2,004	$	2,025	$	2,033

The carrying value of the Term Loan include the outstanding principal balance, less any unamortized premium.

The carrying amounts of Cash and cash equivalents, Receivables, net and Accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments.

The Seller Note had a carrying value of $38 million and $37 million as of March 31, 2025 and December 31, 2024, respectively. The Company believes the carrying value of the Seller Note approximates its fair value as of March 31, 2025 based on its stated interest rate and maturity date. See Note 4 "Discontinued Operations" for additional information.

During each of the three months ended March 31, 2025 and 2024, there were no transfers in or out of the Level 1, Level 2 or Level 3 classifications.