Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

NOTE 8 – DEBT

A summary of the Company’s long-term obligations is as follows:

	June 30, 2024					December 31, 2023
	Principal		Carrying Value			Principal		Carrying Value
Senior Secured Credit Facilities:
Revolving Credit Facility	$	—	$	—		$	—	$	—
Term Loan Facility		394,000		375,400			396,000		375,920
Senior Notes:
6.00% Senior Notes		232,526		231,543			239,601		238,126
Other debt:
European CapEx loans		—		—			784		784
Finance leases		782		782			1,124		1,124
				607,725					615,954
Less: Current portion of long-term debt				(236,032	)				(5,322	)
Long-term debt			$	371,693				$	610,632

As of June 30, 2024, the Notes (as defined below) due June 15, 2025 have been included in short-term debt in the condensed consolidated balance sheet. If the Company has not repaid, refinanced or otherwise extended the maturity date of the Notes beyond the maturity date of its term loan facility by March 17, 2025, its term loan facility and revolving credit facility would become due on March 17, 2025. Based on the Company’s current estimates and forecasts, it believes the expected cash flows generated from its operations, along with existing liquidity, including undrawn capacity under its revolving credit facility, will be sufficient to satisfy its obligations as they become due over the next twelve months beyond the issuance date of these condensed consolidated financial statements, including repayment of the Notes prior to March 17, 2025.

The Company initiated discussions with various lenders to refinance its existing debt, including the Notes, and is in advanced discussions with certain lenders for the funding necessary to retire the Notes. There can be no assurances that these discussions will result in any transaction or, if a transaction is undertaken, any assurances as to its terms or timing.

Senior Secured Credit Facilities

On December 15, 2022, the Company entered into a $400.0 million term loan facility (the “Term Loan Facility”) pursuant to a credit agreement (the “Term Loan Credit Agreement”) with Oaktree Fund Administration L.L.C., in its capacity as the administrative agent, JPMorgan Chase Bank, N.A., in its capacity as collateral agent, and other lenders party thereto. Concurrent with the execution of the Term Loan Facility, the Company entered into a $60.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities” or “SSCF”) pursuant to a credit agreement (the “Revolving Credit Agreement” and, together with the Term Loan Credit Agreement, the “Credit Agreements”) with JPMorgan Chase Bank, N.A., in its capacity as administrative agent, collateral agent and issuing bank, and other lenders and issuing banks thereunder.

The Revolving Credit Facility and the Term Loan Facility are scheduled to mature on December 15, 2027 and December 15, 2028. However, in the event the Company has not repaid, refinanced or otherwise extended the maturity date of the Notes (as defined below) beyond the maturity date of the Term Loan Facility by the date 91 days prior to June 15, 2025, the Term Loan Facility and Revolving Credit Facility would mature 91 days prior to June 15, 2025. Similarly, in the event the Company has not redeemed, refinanced or otherwise extended the redemption date of the redeemable preferred stock beyond the maturity date of the Term Loan Facility by the date 91 days prior to September 14, 2025, the Term Loan Facility and Revolving Credit Facility would mature 91 days prior to September 14, 2025. The Term Loan Facility requires quarterly principal payments of $1.0 million. Additional principal payments may be due with respect to asset sales, debt issuances and as a percentage of cash flow in excess of a specified threshold.

Amounts borrowed under the Term Loan Facility may be voluntarily prepaid subject to a prepayment premium of 2.00 percent and 1.00 percent of the loan principal during second and third years. After the third anniversary of the closing date, there is no prepayment premium.

Interest Rates

As of June 30, 2024, the interest rate on borrowings under the Term Loan Facility was SOFR plus 8.0 percent and will remain at SOFR plus 8.0 percent for each period for which the Company’s Secured Net Leverage Ratio (as defined in the Term Loan Credit Agreement) is greater than 1.0 to 1.0.

Further information on the interest rates of the Senior Secured Credit Facilities is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Guarantees and Collateral Security

Further information on the guarantees and collateral security of the Senior Secured Credit Facilities is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Covenants

As of June 30, 2024, the Company was in compliance with all covenants under the Credit Agreements.

Further information on the covenants of the Senior Secured Credit Facilities is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Available Unused Commitments under the Revolving Credit Facility

As of June 30, 2024, the Company had no outstanding borrowings under the Revolving Credit Facility, had outstanding letters of credit of $8.4 million and had available unused commitments under the Revolving Credit Facility of $51.6 million.

Senior Notes

On June 15, 2017, the Company issued €250.0 million aggregate principal amount of 6.00% Senior Notes due June 15, 2025 (the “Notes”). Interest on the Notes is payable semiannually, on June 15 and December 15. The Company may redeem the Notes, in whole or in part, at a redemption price of 100 percent, plus any accrued and unpaid interest to, but not including, the applicable redemption date. If we experience a change of control or sell certain assets, the Company may be required to offer to purchase the Notes from the holders. The Notes are senior unsecured obligations ranking equally in right of payment with all of its existing and future senior indebtedness and senior in right of payment to any subordinated indebtedness. The Notes are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company, including the Senior Secured Credit Facilities, to the extent of the assets securing such indebtedness.

Guarantee

Further information on the guarantee of the Notes is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Covenants

As of June 30, 2024, the Company was in compliance with all covenants under the indenture governing the Notes.

Further information on the covenants of the Notes is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Debt maturities as of June 30, 2024, which are due in the next five years are as follows:

Debt Maturities	Amount
Six remaining months of 2024	$	2,490
2025		236,734
2026		4,076
2027		4,017
2028		379,991
Total debt liabilities	$	627,308