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Long‑Term Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long‑term debt consists of the following:
September 30, 2024December 31, 2023
Credit facility:
Revolving loan facility due November 2025$117,701 $92,028 
Term loan due November 202550,000 190,000 
Convertible senior notes due January 2026 (the “2026 Notes”)687,830 687,830 
Convertible senior notes due July 2027 (the “2027 Notes”)575,000 575,000 
Unamortized debt issuance costs(11,661)(16,455)
Total debt1,418,870 1,528,403 
Less: Current portion of long-term debt— (10,000)
Long-term debt$1,418,870 $1,518,403 
The Company had $150 of letters of credit outstanding as of September 30, 2024 and December 31, 2023 under its amended and restated credit agreement, entered into on December 19, 2017 (the “Credit Facility”). As of September 30, 2024 and December 31, 2023, the Company had $732,149 and $757,822, respectively, available under the Credit Facility.
During the three and nine months ended September 30, 2024, the Company made repayments of $35,000 and $140,000, respectively, on the senior secured term loan under the Credit Facility. Under the terms of the senior secured term loan, repayments are applied to unpaid quarterly principal installments. There are no remaining required principal installments on the senior secured term loan through the maturity date of November 15, 2025.
As of September 30, 2024 and December 31, 2023, the Company was in compliance with all debt covenants and none of the conditions of the 2026 Notes or 2027 Notes to early convert had been met.
Credit Facility Refinancing Subsequent to September 30, 2024
On October 18, 2024, the Company entered into a second amended and restated credit agreement with a syndicate of banks (the “2024 Credit Facility”). The 2024 Credit Facility provides the Company with a $1,300,000 revolving credit facility, including $125,000 in swingline loans and $125,000 in letters of credit. The 2024 Credit Facility also provides the Company with a $500,000 “accordion” feature to increase the facility in the form of both revolving indebtedness and/or incremental term loans. On October 18, 2024, the Company used borrowings under the 2024 Credit Facility to repay all indebtedness outstanding under the Credit Facility, including the outstanding senior secured term loan.
The 2024 Credit Facility matures on October 18, 2029, subject to a “springing maturity date” on the date that is 91 days prior to the maturity date of the Company’s outstanding convertible debt, unless on such date the Company meets certain liquidity requirements. Voluntary prepayments under the 2024 Credit Facility are permitted at any time without payment of any prepayment premiums.
Revolving loan borrowings under the 2024 Credit Facility bear interest, at the Company’s option, at the Alternative Base Rate or Term Secured Overnight Financing Rate (“SOFR”) that reset every one, three, or six months. Under the Term SOFR elections, revolving loan borrowings bear an interest rate of the applicable term SOFR rate plus a credit spread adjustment of 10 basis points (“bps”), plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, revolving loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the daily simple SOFR rate plus 100 bps, plus a spread ranging from 25 bps to 125 bps as determined by the Company’s net leverage ratio.
Swingline borrowings under the 2024 Credit Facility bear interest that resets daily. Interest on swingline borrowings bear an interest rate of the daily simple SOFR rate plus a credit spread adjustment of 10 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.
In addition, a commitment fee for the unused revolving credit facility ranges from 20 bps to 30 bps per annum as determined by the Company’s net leverage ratio.
Borrowings under the 2024 Credit Facility are guaranteed by the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S. assets, including pledges of the stock of each of their directly owned domestic and foreign subsidiaries, with the latter limited to 65% of such stock.
The agreement governing the 2024 Credit Facility contains customary affirmative and negative covenants, including restrictions on our ability to pay dividends, repurchase our Class B common stock, and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $100,000, certain events of bankruptcy and insolvency, judgment defaults in excess of $10,000, failure of any security document supporting the 2024 Credit Facility to be in full force and effect, and a change of control. The 2024 Credit Facility also contains customary financial covenants, including net leverage ratio, net senior secured leverage ratio, and interest coverage ratio.
Interest Expense, Net
Interest expense, net consists of the following:
Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Contractual interest expense$(3,227)$(8,678)$(12,713)$(27,352)
Amortization of deferred debt issuance costs(1,804)(1,823)(5,554)(5,469)
Other interest (expense) income
(74)(47)(142)958 
Interest income436 501 2,120 1,240 
Interest expense, net$(4,669)$(10,047)$(16,289)$(30,623)
The weighted average interest rate on borrowings under the Credit Facility were 7.21% and 7.44% for the three months ended September 30, 2024 and 2023, respectively, and 7.38% and 7.04% for the nine months ended September 30, 2024 and 2023, respectively.