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FINANCING ARRANGEMENTS
 9 Months Ended
Sep. 30, 2025
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):
September 30, 2025December 31, 2024
Current Portion of Long-Term Debt:
Secured senior term loans$15,102 $15,102 
Long-Term Debt:
Secured senior term loans due October 8, 20281,438,469 1,449,796 
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 par$2,783,469 $2,794,796 
Unamortized debt issuance costs and discount, net(19,238)(23,679)
Long-term debt, at carrying value$2,764,231 $2,771,117 
Financing Activities
The Company’s significant financing arrangements are described in Note 12, “Financing Arrangements,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the arrangements described therein as of September 30, 2025.
As of September 30, 2025 and December 31, 2024, the estimated fair value of the Company's outstanding long-term debt, including the current portion, was $2.8 billion. 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 that 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 quotations or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.
The Company maintains a $600.0 million revolving credit facility under which the Company had no outstanding loan balance as of September 30, 2025 or December 31, 2024. As of September 30, 2025, the Company had $473.3 million available to borrow under the revolving credit facility, and outstanding letters of credit were $126.7 million.
Issuance of 5.750% Unsecured Senior Notes due 2033
On October 9, 2025, the Company issued $745.0 million aggregate principal amount unsecured senior notes due 2033 (the “2033 Notes”). The 2033 Notes will mature on October 15, 2033. Interest payments on the 2033 Notes will be paid semiannually in arrears, on April 15 and October 15 of each year, commencing on April 15, 2026, at a rate of 5.750% per annum.
The 2033 Notes were issued under an Indenture, dated October 9, 2025 (the “Indenture”). The Indenture contains various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries. If a change of control triggering event (as defined in the Indenture) occurs, the Company may be required to offer the holders of the 2033 Notes an opportunity to sell all or part of their 2033 Notes at a purchase price of 101% of the principal amount of the 2033 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. In addition, if the Company sells assets under certain circumstances, the Company may be required to make an offer to purchase a portion of the 2033 Notes.
At any time prior to October 15, 2028, the Company may on one or more occasions redeem the 2033 Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2033 Notes redeemed, plus a “make-whole” premium, as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after October 15, 2028, the Company may on one or more occasions redeem the 2033 Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to October 15, 2028, the Company may on one or more occasions redeem up to 40% of the aggregate principal amount of the 2033 Notes with an amount equal to or less than the net cash proceeds received by the Company from certain equity offerings at a redemption price equal to 105.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; the failure to pay final judgments in excess of certain amounts of money against the Company and its significant subsidiaries; and the failure of certain guarantees to be enforceable (other than in accordance with the terms of the Indenture).
The Company used a portion of the net proceeds from the offering of the 2033 Notes and $1,260.0 million in borrowings under the Amended Credit Agreement (defined below) to refinance all of the approximately $1,457.3 million aggregate principal amount of secured senior term loans that were outstanding under the Company’s previously existing term loan credit facility, and accrued and unpaid interest thereon, and to pay related fees and expenses. The Company intends to use the remainder of the net proceeds from the offering of the 2033 Notes, together with cash on hand, to redeem all of the $545.0 million aggregate principal amount of its outstanding 4.875% senior notes due 2027 (the “2027 Notes”). On October 1, 2025, the Company issued a redemption notice with a 30-day notice period, as required by the indenture governing the 2027 Notes, indicating the Company’s intent to redeem the 2027 Notes in full on October 31, 2025.
Refinance of Secured Senior Term Loans
On October 9, 2025, the Company and substantially all of the Company’s domestic subsidiaries as guarantors entered into an amendment and restatement agreement with Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent (the “Agent”), and the lenders party thereto, which amended and restated the credit agreement, dated as of June 30, 2017 (as
previously amended, the “Prior Credit Agreement,” and as so amended and restated, the “Amended Credit Agreement”), among the Company, the Agent, the guarantors party thereto and the lenders party thereto.
The Amended Credit Agreement provides for a new tranche of refinancing term loans (the “New Term Loans”) in an aggregate principal amount equal to $1,260.0 million, the proceeds of which were used, along with certain proceeds of the 2033 Notes and cash on hand, to refinance in full all existing term loans outstanding under the Prior Credit Agreement immediately prior to closing of the Amended Credit Agreement. The New Term Loans mature on October 9, 2032 (which may change subject to certain conditions), and may be prepaid at any time without premium or penalty (other than customary breakage costs with respect to Term SOFR-based loans), except if the Company engages in certain repricing transactions before April 9, 2026, in which event a 1.0% prepayment premium would be due. The Company’s obligations under the Amended Credit Agreement with respect to the New Term Loans are guaranteed by substantially all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors.
The New Term Loans bear interest at a rate of, at the Company’s option, either (i) “Term SOFR” (as defined in the Amended Credit Agreement, based primarily upon the secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”)), plus 1.50% per annum, or (ii) the U.S. Base Rate (as defined in the Amended Credit Agreement), plus 0.50% per annum. Prior to this amendment, the existing term loans bore interest at (i) Term SOFR plus 1.75% per annum or (ii) the U.S. Base Rate, plus 0.05% per annum. Interest on the term loans is paid monthly.
The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. Such covenants restrict the Company’s ability, among other matters, to incur debt, create liens on the Company’s assets, make restricted payments or investments or enter into transactions with affiliates.
Cash Flow Hedges
The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.
Although the interest rate on the Company’s secured senior term loans is variable, the Company has effectively fixed the interest rate on $600.0 million aggregate principal amount of the term loans outstanding by entering into interest rate swap agreements in 2022 with a notional amount of $600.0 million (the “2022 Swaps”). Under the terms of the 2022 Swaps, the Company receives interest based on the one-month SOFR index and pays interest at a weighted annual interest rate of 1.965%, resulting in an effective interest rate of 3.71% when considering the 1.75% interest rate margin of the term loans as of September 30, 2025. The refinance of the Secured Term Loan, discussed above, will reduce this effective interest rate to 3.46% prospectively. The 2022 Swaps will expire on September 30, 2027.
The Company recognizes the derivative instruments as either assets or liabilities on the balance sheet at fair value. As of September 30, 2025 and December 31, 2024, the Company has recorded a derivative asset with a fair value of $16.3 million and $32.4 million, respectively, within Other long-term assets on the consolidated balance sheets in connection with the 2022 Swaps.
No ineffectiveness has been identified on the 2022 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 unaudited consolidated statement of operations in the same period or periods during which the hedged transactions affect earnings. The Company’s debt transactions entered into on October 9, 2025 will not impact the cash flow hedge classification of the 2022 Swaps.