XML 40 R23.htm IDEA: XBRL DOCUMENT v3.25.0.1
Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
The components of debt consisted of the following: 
 December 31, 2024December 31, 2023
(in millions)
Maturity Date
Amount
Effective Interest Rate
Amount
Effective Interest Rate
Equipment financing
2024$— 7.83 %$2.7 5.76 %
Equipment financing
20258.6 5.90 %15.2 4.77 %
Mortgage
202561.0 5.74 %63.3 5.73 %
Convertible Senior Notes
2026800.0 0.76 %800.0 0.76 %
Equipment financing
17.5 8.87 %12.7 9.37 %
Revolving Credit Facility
2028— — 
Equipment financing
202823.4 4.27 %29.0 4.27 %
Term Loan
2031482.5 487.5 
Finance lease obligation(1)
— 22.9 
Unamortized debt discount2025 - 2031(5.4)(6.4)
Debt issuance costs2025 - 2031(7.7)(11.1)
Total debt, net1,379.9 1,415.8 
Less: current portion83.8 49.4 
Total long term-debt, net$1,296.1 $1,366.4 
(1) Refer to Note 14 for information regarding finance lease obligation.
Equipment Financings
The Company has two outstanding loans secured by manufacturing lines located at the Company’s Acton, Massachusetts manufacturing facility. Additionally, in May 2023, the Company entered into an arrangement under which the Company may obtain up to $24.0 million of financing for manufacturing equipment. The Company is involved in the construction of the manufacturing equipment; accordingly, it is included in property, plant and equipment on the consolidated balance sheets. The Company’s obligation reflects payments made to date by the third-party bank to the equipment manufacturer, net of discount and less repayment of principal. The financing obligation will mature 36 months following completion of construction.
Mortgage
The Company has an outstanding loan that is secured by the Company’s Acton, Massachusetts headquarters. The Mortgage contains non-financial customary covenants, none of which are considered restrictive to the Company’s operations.
Convertible Senior Notes
The Company has $800.0 million aggregate principal amount of 0.375% Convertible Senior Notes due September 2026 (the “Convertible Senior Notes”) outstanding. The Convertible Senior Notes are convertible into cash, shares of the Company’s common stock, or the combination of cash and shares of common stock, at the Company's election, at an initial conversion rate of 4.4105 shares of common stock per $1,000 principal amount of the notes, which is equivalent to a conversion price of $226.73 per share, subject to adjustment under certain circumstances. The notes will be convertible at the holder's election, from June 1, 2026 through August 28, 2026 and prior to then under certain circumstances as set forth in the agreement. Additionally, on or after September 6, 2023, the Company may redeem for cash all or a portion of the Convertible Senior Notes, if its stock price has been equal to or greater than $294.75 for at least 20 of the prior 30 consecutive trading days including the date which the Company provides notice of redemption.
Additional interest of 0.5% per annum is payable if the Company fails to timely file required documents or reports with the Securities and Exchange Commission (“SEC”). If the Company merges or consolidates with a foreign entity, the Company may be required to pay additional taxes. The Company determined that the higher interest payments and tax payments required in certain circumstances were embedded derivatives that should be bifurcated and accounted for at fair value. The Company assessed the value of the embedded derivatives at each balance sheet date and determined they had nominal value.
In conjunction with the issuance of the Convertible Senior Notes, the Company purchased capped call options (“Capped Calls”) on the Company’s common stock with certain counterparties to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to provide a source of cash to settle a portion of its cash payment obligation) if at the time of conversion its stock price exceeds the conversion price under the Convertible Senior Notes. The Capped Calls have an initial strike price of $335.90 per share, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $167.95 per share on the date of the transaction. The Capped Calls cover 3.5 million shares of common stock and are recorded within stockholders’ equity on the consolidated balance sheets.
As of December 31, 2024 and 2023, the net carrying amount of the Notes was $794.9 million and $791.8 million, respectively, net of unamortized issuance costs of $5.1 million and $8.2 million, respectively.
The components of interest expense related to the Notes were as follows:
Years Ended December 31,
(in millions)
202420232022
Contractual interest expense
$3.0 $3.0 $3.0 
Amortization of debt issuance costs
3.0 3.0 3.0 
Total interest recognized on the Convertible Senior Notes
$6.0 $6.0 $6.0 
Senior Secured Credit Agreement
In May 2021, the Company entered into a senior secured credit agreement (the “Credit Agreement”), which includes a $500 million seven-year senior secured term loan B (the “Term Loan”). On November 30, 2022, the Company amended the Term Loan to bear interest at a rate of SOFR plus 3.25%, with a 0.50% SOFR floor and in January 2024, amended it again to bear interest at a rate of SOFR plus 3.0%, with a 0% SOFR floor. At the same time, the Company amended its senior secured revolving credit facility (the “Revolving Credit Facility”) discussed below such that outstanding borrowings bear interest at a rate of SOFR plus an applicable margin of 2.375% to 3.0% (previously 2.625% to 3.25%) based on the Company’s net leverage ratio and credit rating. In August 2024, the Company amended its Term Loan to bear interest at a rate of SOFR plus 2.5% and extended the term to August 2031. At the same time, the Company amended its Revolving Credit Facility such that outstanding borrowings bear interest at a rate of SOFR plus an applicable margin of 2% to 2.5% based on the Company’s net leverage ratio. The Term Loan contains leverage and fixed charge coverage ratio covenants, both of which are measured upon the incurrence of future debt.
Under the same agreement, the Company obtained a Revolving Credit Facility. In 2023, the Company increased the borrowing capacity under the Revolving Credit Facility to $300.0 million and extended the maturity date to the earlier of June 2028 or 91 days prior to the maturity date of the Company's term loan if still outstanding. The Revolving Credit Facility contains a covenant to maintain a specified leverage ratio under certain conditions when there are amounts outstanding.
Borrowings under the Credit Agreement are guaranteed by certain wholly owned domestic subsidiaries of the Company and are secured by substantially all assets of the Company and of each subsidiary guarantor, subject to certain exceptions. Additionally, borrowings under the Credit Agreement are senior to all of the Company’s unsecured indebtedness, including the Convertible Senior Notes.
The carrying value amounts of the Company’s debt were as follows:
As of December 31,
(in millions)20242023
Term Loan
$475.1 $479.2 
Convertible Senior Notes
794.9 791.8 
Equipment financings
49.3 59.3 
Mortgage
60.6 62.6 
Finance lease obligation— 22.9 
Total debt, net$1,379.9 $1,415.8 
Maturity of Debt
The maturity of debt as of December 31, 2024 is as follows:
Years Ending December 31, (in millions)
2025$83.8 
2026$817.1 
2027$18.1 
2028$11.4 
2029$5.0