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FINANCING ARRANGEMENTS
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
Long-term Debt
The following table is a summary of the Company's long-term debt (in thousands):
December 31, 2024December 31, 2023
Current Portion of Long-Term Debt:
Secured senior term loans$15,102 $10,000 
Long-Term Debt:
Secured senior term loans due October 8, 2028
1,449,796 970,000 
Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes")
545,000 545,000 
Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes")
300,000 300,000 
Unsecured senior notes, at 6.375%, due February 1, 2031 ("2031 Notes")
500,000 500,000 
Long-term debt, at par2,794,796 2,315,000 
Unamortized debt issuance costs and discount, net(23,679)(23,283)
Long-term debt, at carrying value$2,771,117 $2,291,717 
As of December 31, 2024 and 2023, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $2.8 billion and $2.3 billion, respectively. The Company’s estimates of fair value of its long-term debt, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.
The sections below will outline the key terms of the outstanding debt, including any changes occurring during the period:
Secured Senior Term Loans
As of December 31, 2024, the Company had an aggregate principal amount outstanding of $1,464.9 million under the Sixth Amendment to the Company's existing Credit Agreement dated as of June 30, 2017 (the "Term Loan Agreement"). As of December 31, 2023, the Company had an aggregate principal amount outstanding of $980.0 million under Fourth Amendment to the Term Loan Agreement.
On March 22, 2024, the Term Loan Agreement was amended (the “Fifth Amendment”), to provide for the incurrence of additional term loans (the “2024 Incremental Term Loans”) under the Term Loan Agreement in the aggregate principal amount of $500.0 million. Proceeds from the issuance of the 2024 Incremental Term Loans were $491.1 million after debt discount and debt issuance costs, and were used to fund the acquisition of HEPACO, with the excess increasing the Company’s cash balances. The 2024 Incremental Term Loans are in addition to the aggregate of $980.0 million of term loans (the “Existing Term Loans”) which were outstanding prior to the issuance of the 2024 Incremental Term Loans. The total amount outstanding under the Term Loans as December 31, 2024 will mature on October 8, 2028, and may be prepaid at any time without premium or penalty other than customary breakage costs.
Interest under the Term Loan Agreement is paid monthly. On October 8, 2024, the Company entered into the Sixth Amendment to the Term Loan Agreement (the “Sixth Amendment”). The Sixth Amendment (i) eliminated the Term SOFR adjustment of 0.11448% per annum and (ii) reset the six month soft call period for a repricing of the 2028 Term Loans. Under the Sixth Amendment, the applicable interest rate margins for the Term Loans is either 1.75% for Term SOFR borrowings or 0.75% for base rate borrowings, at the Company’s election. The Term Loans may be prepaid at any time without premium or penalty other than customary breakage costs or if the Company engages in certain repricing transactions before April 8, 2025, in which event a 1.0% prepayment premium would be due. The Term SOFR Rate is subject to a floor of 0.00% and the Base Rate is subject to a floor of 1.00%. The Term Loan Agreement provides for Term SOFR adjustments for other interest periods; however, the Company elects one-month Term SOFR for interest payments on that debt resulting in total interest on the 2028 Term Loans of one-month Term SOFR plus 1.75%.
Prior to the Sixth Amendment on October 8, 2024, the margin on the Term Loans also included a credit spread adjustment of 0.11448% for all one-month Term SOFR payments. Additionally, prior to December 27, 2023, the interest rate
margins for the Term Loans were 0.25% higher. The rates were lowered by 25 basis points through the Fourth Amendment of the Term Loans. Each of these amendments resulted in minimal amounts being recognized as a loss on the early extinguishment of debt in the Company’s Consolidated Statement of Operations.
The Company's obligations under the Term Loan Agreement are guaranteed by all of the Company's domestic restricted subsidiaries and secured by the liens on substantially all of the assets of the Company and the guarantors.
Unsecured Senior Notes
On July 2, 2019, the Company completed a private placement of $545.0 million aggregate principal amount of 2027 Notes and $300.0 million aggregate principal amount of 2029 Notes. The 2027 Notes will mature on July 15, 2027 and the 2029 Notes will mature on July 15, 2029. Interest payments on the 2027 and 2029 Notes are paid semiannually on January 15 and July 15.
On January 24, 2023, the Company completed a private placement of $500.0 million aggregate principal amount of 2031 Notes which will mature on February 1, 2031 (collectively referred to with the 2027 Notes and 2029 Notes as the "Notes"). The proceeds from this were used toward the repayment of the Term Loans outstanding at the time. The interest rate on the 2031 Notes is paid semiannually on February 1 and August 1 of each year and commenced on August 1, 2023.
The tables below depict the redemption prices of the Notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the redemption date.
2027 NotesPercentage
July 15, 2024 and thereafter100.000 %
2029 NotesPercentage
July 15, 2024102.563 %
July 15, 2025101.281 %
July 15, 2026 and thereafter100.000 %
2031 NotesPercentage
February 1, 2026103.188 %
February 1, 2027101.594 %
February 1, 2028 and thereafter100.000 %
The Company may also redeem all or any portion of the 2031 Notes prior to February 1, 2026, at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to but not including the date of redemption.
Additionally, subject to certain limitations, prior to February 1, 2026, the Company may use net cash proceeds of one or more equity offerings to redeem up to 40% in aggregate principal of the 2031 Notes at a redemption price equal to 106.375% of the principal amount thereof plus accrued and unpaid interest thereon, if any, up to but not including the date of redemption.
The Notes and the related indentures contain various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries. The Notes are effectively subordinated to the Company's Term Loans, revolving credit facility and finance lease obligations to the extent of the value of the assets securing such secured indebtedness. The Notes are also effectively subordinated to all indebtedness and other liabilities of the Company's subsidiaries that are not guarantors of the Notes.
Revolving Credit Facility.
On June 28, 2024, the Company and one of the Company’s Canadian subsidiaries (the “Canadian Borrower”) entered into a seventh amended and restated credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party to the Amended Credit Agreement. The Amended Credit Agreement amended and restated the sixth amended and restated credit agreement dated October 28, 2020 (the “Prior Credit Agreement”). Under the Amended Credit Agreement, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $550.0 million (with a sub-limit of $250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $50.0 million. The maximum borrowing amount of $600.0 million under the Amended Credit Agreement is increased from $400.0 million under the Prior Credit Agreement.
Borrowings by the Company under the Amended Credit Agreement will bear interest at the Company’s option, at either (i) the sum of Term SOFR plus a SOFR Adjustment of 0.1% plus 1.5% per annum, or (ii) the U.S. Base Rate, plus 0.5% per annum, and borrowings by the Canadian Borrower will bear interest, at the Company’s option, at either (i) the sum of Term CORRA plus a Term CORRA adjustment of either 0.29547% or 0.32138% for the one or three month interest period respectively, plus 1.5% per annum, (ii) the Canadian Prime Rate, plus 0.5% per annum, or (iii) the Canadian Base Rate, plus 0.5% per annum, as those terms are defined in the Amended Credit Agreement. Other terms under the Amended Credit Agreement are substantially the same as under the Prior Credit Agreement. Subject to certain customary conditions, the facility will expire on June 28, 2029.
On April 28, 2023, the Company entered into an amendment to the credit agreement for the revolving credit facility. As amended, the terms of the agreement are substantially the same as prior to the amendment except for certain updates required to transition the agreement to include a defined LIBOR successor rate. Under the amended agreement, borrowings under the revolving credit facility will bear interest at a rate, at the Company’s option, of either (i) “Term SOFR” (as defined in the amended agreement) plus an applicable margin ranging from 1.50% to 1.75% per annum based primarily on the level of the Company’s average liquidity for the most recent 30 day period or (ii) BofA’s base rate plus an applicable margin ranging from 0.50% to 0.75% per annum based primarily on such average liquidity. The amended agreement also continues to provide (i) for an unused line fee payable to the lenders, calculated on the then unused portion of the lenders’ $400.0 million maximum commitments, ranging from 0.25% to 0.375% per annum of the unused commitment, and (ii) for outstanding letters of credit, a fee payable to the lenders equal to the then applicable margin for Term SOFR borrowings described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit.
Letters of credit issued under the revolving credit facility are utilized primarily as security for the Company's insurance program that includes casualty and financial assurance.     
The Company’s obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company’s U.S. subsidiaries and secured by a first lien on the Company’s and its U.S. subsidiaries’ accounts receivable. The Canadian Borrower’s obligations under the facility are guaranteed by substantially all of the Company’s Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries.
As of December 31, 2024, the revolving credit facility had no outstanding loan balances, $470.0 million available to borrow and outstanding letters of credit of $130.0 million. The Company also had no outstanding loan balances as of December 31, 2023.
Cash Flow Hedges
The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.
2022 Swap Arrangement
In 2022, the Company entered into interest rate swap agreements with a notional amount of $600.0 million ("2022 Swaps") to effectively fix the interest rate on $600.0 million principal of the outstanding 2028 Term Loans. Under the terms of the 2022 Swaps' agreements, the Company receives interest based upon the variable rates on the 2028 Term Loans and pays a fixed amount of interest. The fixed rate on these instruments was 0.931% through June 30, 2023 which, together with the original 2.00% interest rate margin for the 2028 Term Loans, resulted in an effective annual interest rate of approximately 2.931%.
The fixed rate on these instruments increased to 1.965% on July 1, 2023 and the variable rate became linked to Term SOFR to mirror the variable interest payments for the 2028 Term Loans. Including the 2.00% interest rate margin for borrowings on the 2028 Term Loans and the 0.11448% SOFR adjustment per the 2028 Term Loans, in effect at the time of this change, beginning July 1, 2023, the effective annual interest rate of this $600.0 million increased to 4.07898%. With the Fourth Amendment on December 27, 2023 the margin on the 2028 Term Loans decreased from 2.00% to 1.75%, and the effective annual interest rate on the swapped portion of 2028 Term Loans outstanding decreased to 3.82898%. With the Sixth Amendment on October 8, 2024 the SOFR adjustment was eliminated, and the effective annual interest rate on the swapped portion of 2028 Term Loans outstanding decreased to 3.71450%. The changes to the 2028 term loans described herein are discussed in the Secured Senior Term Loans section above. The 2022 Swaps expire September 30, 2027.
2018 Swap Arrangement
In 2018, the Company effectively fixed the interest rate on $350.0 million principal of the previously outstanding 2024 Term Loans by entering into interest rate swap agreements with a notional amount of $350.0 million ("2018 Swaps"). On January 24, 2023, concurrently with the repayment of the 2024 Term Loans, the Company received a settlement payment of $8.3 million from the 2018 Swap counterparties. As a result of the settlement, the Company also reclassified the amounts previously deferred in accumulated other comprehensive loss and recognized a settlement gain of $8.3 million in interest expense in 2023.
At the inception of these instruments, the Company designated both the 2018 Swaps and the 2022 Swaps (collectively referred to as the “Swaps”) as cash flow hedges. As of December 31, 2024 the Company recorded a derivative asset with a fair value of $32.4 million. The balance in the derivative asset as of December 31, 2023 was $35.5 million, which included both of the Swaps. The balance in both periods is comprised only of the 2022 Swaps, given that the 2018 Swaps were settled in early 2023, as noted above.
No ineffectiveness has been identified on the Swaps and, therefore the change in fair value is recorded in stockholders' equity as a component of accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or periods during which the hedged transactions affect earnings.