Debt

9 Months Ended

Sep. 30, 2024

Debt for the Company consists of the following:


	September 30, 2024			December 31, 2023
(in millions, except percentages)	Amount		Rate	Amount		Rate	Maturity Date
2023 Credit Agreement:
Term A Facility	$	481.3	(1)	$	500.0	(2)	October 10, 2028
Revolver	—		(1)	183.0		(2)	October 10, 2028
2031 Senior Notes	800.0		3.875%	800.0		3.875%	October 15, 2031
2029 Senior Notes	800.0		4.000%	800.0		4.000%	April 15, 2029
Securitized debt	28.8		(3)	157.6		(3)	October 8, 2026
Finance lease obligations (4)	93.5			92.1			Various
Other	84.2			60.9			Various
Total debt	2,287.8			2,593.6
Less: Deferred financing costs	14.3			21.7
Total debt, net	2,273.5			2,571.9
Less: Current portion	46.4			44.9
Total long-term debt, net	$	2,227.1		$	2,527.0


(1)			Interest at SOFR index plus 10 basis points of credit spread adjustment, plus applicable margin of 1.250%.
(2)			Interest at SOFR index plus 10 basis points of credit spread adjustment, plus applicable margin of 1.625% as of December 31, 2023.
(3)			Interest at one month SOFR index plus 10 basis points of credit spread adjustment, plus 85 basis points.
(4)			New finance lease obligations are a non-cash financing activity.

As of September 30, 2024, the Company was in compliance with all applicable debt covenants.

2023 Credit Agreement

On October 10, 2023, the Company entered into the 2023 Credit Agreement with a syndicate of banks. The 2023 Credit Agreement provides for a $1.15 billion revolving credit facility, a $500.0 million term loan facility, and an incremental facility in an aggregate amount of up to the greater of $850.0 million and additional amounts subject to the conditions set forth in the 2023 Credit Agreement, plus the amount of certain prepayments, plus an additional unlimited amount subject to compliance with a maximum consolidated secured leverage ratio test. The 2023 Credit Agreement has a $60.0 million sub-facility for the issuance of letters of credit.

On February 6, 2024, the Company and certain other parties thereto entered into an amendment to the 2023 Credit Agreement which provides for a $625.0 million delayed draw term A loan and a $40.0 million increase in availability on the existing revolving loan. Once drawn, the instruments will have the same terms and conditions as the Company's existing term loans and revolving loans, respectively, under the 2023 Credit Agreement. This amendment was executed in connection with the Company's financing strategy for the pending acquisition of Mattress Firm.

On October 24, 2024, the Company and certain other parties thereto entered into an Amendment No. 2 ("Amendment No. 2") and an Amendment No. 3 ("Amendment No. 3" and together with Amendment No. 2, the "Amendments") to the Company's 2023 Credit Agreement dated as of October 10, 2023, as amended. Amendment No. 2 extends the termination date for $605.0 million of the Company's existing delayed draw term A loan commitments until October 24, 2025. Amendment No. 3 provides for an incremental term B loan in the aggregate principal amount of $1.6 billion (the "Term B Loan"). The proceeds of the Term B Loan were funded into escrow on the closing of Amendment No. 3 and will mature on October 24, 2031. The proceeds of the Term B Loan will be used to pay fees and expenses in connection with Amendment No. 3 and may be released upon the closing of the previously disclosed Mattress Firm acquisition. If the closing of the Mattress Firm acquisition does not occur prior to the first anniversary of the funding date, the Company will be required to repay the Term B Loan.

The Term B Loan will bear interest at either (i) a base rate plus an applicable margin of 1.50%, (ii) a "Term Benchmark" rate (a Term SOFR rate as defined in the 2023 Credit Agreement) plus an applicable margin of 2.50% or (iii) an "RFR Loan" rate (a Daily Simple SOFR rate as defined in the 2023 Credit Agreement) plus an applicable margin of 2.50%. The Term B Loan will have similar terms and conditions as the Company's existing term loans under the 2023 Credit Agreement, except that the Term B Loan will not have financial maintenance covenants but will benefit from (i) mandatory prepayments with respect to certain cash that constitutes excess cash flow under the 2023 Credit Agreement and (ii) additional protections, including a prepayment premium in connection with certain repricing transactions that occur on or prior to the six-month anniversary of the funding date.

Certain of the Company's present and future domestic subsidiaries guarantee the obligations under the Term B Loan. The obligations under the Term B Loan are secured by a pledge of (i) solely for the benefit of the Term B Lenders, the escrow account, the proceeds of the Term B Loan funded into the escrow account and all interest or other income thereof and (ii) substantially all of the assets of the Company, the Additional Borrower and the subsidiary guarantors, subject to certain exceptions and exclusions.

The Company had no outstanding borrowings under the revolving credit facility as of September 30, 2024. Total availability under the revolving facility was $1,189.2 million, after a $0.8 million reduction for outstanding letters of credit, as of September 30, 2024.

Securitized Debt

The Company and certain of its subsidiaries are party to a securitization transaction with respect to certain accounts receivable due to the Company and certain of its subsidiaries (as amended, the "Accounts Receivable Securitization"). As of September 30, 2024, total availability under the Accounts Receivable Securitization was $144.2 million. On October 8, 2024, the Company and certain of its subsidiaries entered into a new amendment to the Accounts Receivable Securitization. The amendment, among other things, extended the maturity date of the Accounts Receivable Securitization to October 8, 2026. While subject to a $200.0 million overall limit, the availability of revolving loans varies over the course of the year based on the seasonality of the Company's accounts receivable.