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Subsequent Events
 6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 1, 2024, the Company sold 100% of the issued and outstanding equity interests of RRC, a wholly-owned subsidiary of the Company, to NexTech Solutions Holdings, LLC for a cash purchase price of $7.0 million, before customary post-closing adjustments based on RRC’s indebtedness, working capital, cash, and transaction expenses at closing. The Company will recognize a pre-tax gain on sale of $0.6 million from the sale of RRC in the third quarter of 2024.
On July 5, 2024, the Company entered into a credit agreement (the "Credit Agreement"), as the borrower, with certain of its U.S. subsidiaries, as guarantors, the lenders party thereto, Blue Owl Capital Corporation, as administrative agent and collateral agent, and Blue Owl Credit Advisors, LLC, as lead arranger and bookrunner, that provides for a term loan in an initial aggregate principal amount of $90.0 million (the "Credit Facility" and, the loans thereunder, the “Term Loans”).
The Credit Facility matures on the earlier of (i) July 5, 2029 and (ii) the date on which the Company's 2027 Notes become due and payable in accordance with their terms. The Term Loans bear interest at a rate equal to either of the following, as selected by the Company: (i) an alternate base rate plus an applicable margin of 4.50%, 4.00% or 3.50% based on a total net recurring revenue leverage ratio, or (ii) a secured overnight financing rate plus an applicable margin of 5.50%, 5.00% or 4.50% based on a total net recurring revenue leverage ratio. Voluntary prepayments of the Term Loans, as well as certain mandatory prepayments of the Term Loans, require payment of a prepayment premium of 4.0% during the first year of the Credit Facility, 3.0% during the second year of the Credit Facility, and 1.0% during the third year of the Credit Facility. Under the Credit Agreement, the Company is required to maintain liquidity of at least $20.0 million and a total net annual recurring revenue leverage ratio of no greater than 1.25 to 1.00.
On July 18, 2024 (New York Time), July 19, 2024 (Sydney Time) (the "TASK Closing Date"), the Company completed its acquisition of TASK Group Holdings Limited (“TASK”) pursuant to a court-approved scheme of arrangement. On the TASK Closing Date, the Company paid holders of TASK shares approximately $131.5 million in cash consideration, and issued 2,163,393 shares of common stock at a price of $52.70 per share of Company common stock, for a total purchase consideration of $245.5 million.
The initial accounting for the business combination was incomplete at August 8, 2024; however, the Company's financial results include costs related to the acquisition of TASK of $1.0 million and $2.0 million for the three and six months ended June 30, 2024, respectively. The assets and liabilities of TASK will be adjusted to their respective fair values as of the TASK Closing Date, including working capital, property, plant and equipment, and identifiable intangible assets acquired through the acquisition. The excess of the purchase price over the fair value of net assets acquired will be recorded as goodwill. Intangible assets acquired include, but are not limited to, developed technology and customer relationships. The estimated acquisition date fair value of these and other acquired assets and liabilities assumed may ultimately be based, in part, on inputs that are unobservable. The Company's initial purchase price allocation will be presented in the Company's Form 10-Q for the quarter ending September 30, 2024.