Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,

the "Credit Agreement") provided for (i) a $700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan

Facility”); and (ii) a revolving credit facility for up to $100.0 million (the “Revolving Credit Facility”) maturing on July 11, 2025.

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,

among other things, (i) establish a $500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)

extend the maturity on $88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain

covenants. The remaining $12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on

July 11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using

all of the proceeds from the 2024 Term Loan Facility (after giving effect to a $22.8 million cashless roll by continuing lenders)

and cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our

assets and 100% of the equity interest of GoodRx.

The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight

Financing Rate (“SOFR”), subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of

2.75%. Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $1.3 million beginning

with the quarter ending March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We

may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances

related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make

mandatory prepayments of the 2024 Term Loan Facility.

In connection with the Sixth Amendment, we recognized a $2.1 million loss on the extinguishment of debt related to the

write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred

related to the 2024 Term Loan Facility was $4.7 million, of which $2.7 million were expensed as incurred as other expense in

our consolidated statement of operations for the year ended December 31, 2024. The remaining third-party transaction costs

along with a $5.0 million original issue discount were presented as a reduction of debt, net on our consolidated balance

sheet as of December 31, 2024.

The effective interest rate on our term loans for the years ended December 31, 2024, 2023 and 2022 was 9.05%,

8.46% and 5.02%, respectively.

We had no borrowings against the Revolving Credit Facility as of December 31, 2024 and 2023. Borrowings under our

Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to

3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent

on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25%

to 0.50% per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the

Revolving Credit Facility has a fixed fronting fee of 0.125% per annum for aggregate undrawn and disbursed but

unreimbursed letters of credit.

We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 million and $9.2 million as of

December 31, 2024 and 2023, respectively, which reduces our available borrowings under the Revolving Credit Facility. The

outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding

amount per year, commencing in 2023.

Our debt balance is as follows:

	December 31,
(in thousands)	2024	2023
Principal balance under 2024 Term Loan Facility	$500,000	$—
Principal balance under First Lien Term Loan Facility	—	661,797
Less: Unamortized debt issuance costs and discounts	(8,289)	(5,307)
	$491,711	$656,490

Amortization of debt issuance costs and discounts related to our term loans was recognized as interest expense of

approximately $2.2 million, $3.0 million and $3.0 million in the consolidated statements of operations for the years ended

December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the Revolving Credit Facility exceed a

specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit

Agreement. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At December 31,

2024, we were in compliance with our covenants.

The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31,

2024:

(in thousands)
Year Ending December 31,
2025	$5,000
2026	5,000
2027	5,000
2028	5,000
2029	480,000
Total principal payments	$500,000