Borrowings

9 Months Ended

Sep. 30, 2022

Long term debt consists of the following (in thousands):


	September 30, 2022		December 31, 2021

Dollar term loan	$	1,865,625	$	1,875,000
Less: Discount on term loan	(7,804)		(8,671)
Less: Debt issuance costs	(13,370)		(14,858)
Total debt, net of discount and debt issuance costs	1,844,451		1,851,471
Less: Current portion of long-term debt	(18,750)		(14,063)
Long-term debt, net of current portion	$	1,825,701	$	1,837,408

As of September 30, 2022 and December 31, 2021, the aggregate fair value of the Company’s dollar term loan, based on Level 2 inputs related to fair market value, were $1,816.7 million and $1,871.5 million, respectively.

Credit Facilities

On February 25, 2020, the Company amended its existing credit facilities (as amended, the “First Lien Credit Agreement”) and entered into a new Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “2020 Credit Agreements”) with Nomura Corporate Funding Americas, LLC, as agent, for a syndicate of lenders. The Company borrowed $1.8 billion of dollar term loans and €480.0 million of euro term loans under the First Lien Credit Agreement and $425.0 million of term loans under the Second Lien Credit Agreement.

On October 29, 2021, the Company refinanced the 2020 Credit Agreements with a new Credit and Guaranty Agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. Under the Credit Agreement, the Company borrowed $1.9 billion of dollar term loans (the “Term Facility”) and obtained $250.0 million of commitments under a revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Credit Facilities”). The Company used the proceeds from the above amendment together with net proceeds of the initial public offering and cash on hand to refinance the First Lien Credit Agreement and to redeem €472.8 million of euro term loan under the First Lien Credit Agreement, redeem $475.0 million of term loans under the Second Lien Credit Agreement, and pay fees and expenses in connection with the transaction.

The Term Facility matures on October 29, 2028 and is repayable in quarterly installments of 0.25% of the initial principal amount thereof, with the remaining amount due at maturity. The Revolving Facility matures on October 29, 2026.

The Company may prepay all or part of the Credit Facilities at any time. Subject to certain exceptions and limitations, the Company is required to prepay the Term Facility with the net proceeds of certain occurrences, such as the incurrences of indebtedness not permitted to be incurred under the Credit Agreement, credit sale and leaseback transactions and asset sales. The agreement also requires mandatory prepayments of the Term Facility with excess cash flow as specified in the terms of the Credit Agreement.

Borrowings under the Term Facility bear interest, at the Company’s option, either at (i) LIBOR plus 2.75% or (ii) the base rate plus 1.75%. The base rate is defined as the highest of (a) the Federal Funds Rate plus one half of 1%, (b) the rate of interest in effect for such day as published by the Wall Street Journal as the “prime rate,” and (c) LIBOR plus 1.00%; provided that the base rate shall not be less than 1.00% per annum. LIBOR is subject to a “floor” of 0% per annum. The Term Facility was issued with 0.125% of original issue discount.

The Revolving Facility accrues interest at a per annum rate based on either, at the Company’s election, (i) LIBOR plus the applicable margin for LIBOR loans ranging between 2.50% and 2.00% based on the Company’s total net first lien leverage ratio or (ii) the base rate plus an applicable margin ranging between 1.50% and 1.00% based on the Company’s total net first lien leverage ratio. No amounts were outstanding under the Revolving Facility as of September 30, 2022 and December 31, 2021. There were $1.7 million and $0.7 million of utilized letters of credit under the Revolving Facility at September 30, 2022 and December 31, 2021, respectively.

The Company guarantees the obligations under the Credit Agreement. All obligations under the Credit Agreement are secured by a perfected lien or security interest in substantially all of the Company’s and the guarantors’ tangible and intangible assets. The Credit Agreement also provides for a swingline sub facility of $15.0 million, which is available on a same day basis and a letter of credit facility of $30.0 million. The Credit Agreement includes an uncommitted incremental facility in an amount not to exceed the greater of $476.0 million and 100% of LTM EBITDA plus additional amounts, including subject to compliance with certain leverage tests.

Accrued interest is payable (i) quarterly in arrears with respect to base rate loans, (ii) at the end of each interest rate period (or at each 3-month interval in the case of loans with interest periods greater than 3 months) with respect to LIBOR loans, (iii) the date of any repayment or prepayment, and (iv) at maturity (whether by acceleration or otherwise). The Company is also obligated to pay other customary closing fees, arrangement fees, administrative fees, commitment fees, and letter of credit fees. Under the Credit Agreement, a commitment fee is payable on the daily unutilized amount under the Revolving Facility at a per annum rate ranging from 0.35% to 0.25% depending on the Company’s total net first lien leverage ratio.

The Credit Agreement requires that, as of the last day of any fiscal quarter if on such date the aggregate principal amount of all (a) revolving loans, (b) swingline loans, and (c) letter of credit obligations (in excess of $15 million) exceed 35% of the revolving loan commitments, the total net first lien leverage ratio cannot exceed 6.25 to 1.00. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate equal to 2.00% above the then-applicable interest rate will apply during the existence of an event of default under the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of September 30, 2022.

The Credit Agreement, among other things, limits the ability of the Company and its restricted subsidiaries to incur or guarantee additional indebtedness; pay dividends or make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase certain subordinated debt; make certain loans or investments; create liens; merge or consolidate with another company or transfer or sell assets; enter into restrictions affecting the ability of certain restricted subsidiaries to make distributions, loans or advances to the Company or its restricted subsidiaries; and engage in transactions with affiliates. These covenants are subject to a number of important limitations and exceptions, which are described in the Credit Agreement.

Future minimum principal payments

Future minimum principal payments on the Term Facility as of September 30, 2022 are as follows (in thousands):


Remaining 2022	$	4,688
2023	18,750
2024	18,750
2025	18,750
2026	18,750
Thereafter	1,785,937
Total	$	1,865,625