DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

DEBT

DEBT

The following table summarizes the Company’s outstanding debt (in millions):

	Maturity	December 31, 2021				March 31, 2022
		Amount (in millions)		Effective Interest Rate		Amount (in millions)		Effective Interest Rate
2026 Notes	2026	1,250		7.0	%	1,250		7.0	%
Total Long Term Debt		1,250				1,250
Less unamortized discount and debt issuance costs		(24)				(23)
Notes payable, less unamortized discount and debt issuance costs		1,226				1,227
Less: Current portion		—				—
Total note payable, less current portion		$	1,226			$	1,227

Term Facility

In April 2018, the Company entered into a variable rate Term Facility Agreement (“Term Facility”). In February 2021, the Company paid all outstanding amounts related to the Term Facility. Interest on the Term Facility was paid based on the London Interbank Offered Rate (“LIBOR”) plus 4.3%. The Company’s obligations under the Term Facility Agreement were backed by guarantees, including from an affiliate of a stockholder of the Company.

In connection with the Term Facility Agreement, the Company issued common stock warrants to the affiliate of the stockholder on the date thereof. The common stock warrants were classified as a debt issuance cost, recorded as an increase to Additional paid-in capital, and subsequently amortized over the periods the Term Facility was outstanding.

ABL Facility

In May 2021, the Company, through various of its subsidiaries, entered into a senior secured asset-based revolving credit facility (“ABL Facility”) with a syndicate of banks that may be used for general corporate purposes. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $750 million cap and is reduced by borrowings and the issuance of letters of credit which bear a fronting fee of 0.125% plus interest per annum.

As of March 31, 2022, the Company had no borrowings under the ABL Facility and $211 million of letters of credit outstanding, resulting in availability under the ABL Facility of $533 million after giving effect to the borrowing base and the outstanding letters of credit. As of March 31, 2022, the Company was in compliance with all covenants required by the ABL Facility.

2026 Notes

In October 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) to new and existing investors of the Company. As of March 31, 2022, the Company was in compliance with all covenants required by the 2026 Notes, and the interest rate in effect was 6.63%. Interest accrued on the 2026 Notes is included within “Current portion of lease liabilities and other current liabilities” on the Condensed Consolidated Balance Sheets and was $20 million and $41 million as of December 31, 2021 and March 31, 2022, respectively.

The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices in markets that are not active. As of December 31, 2021 and March 31, 2022, the carrying value of the 2026 Notes approximated their fair value.