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LONG-TERM DEBT
 3 Months Ended
Mar. 31, 2025
LONG-TERM DEBT  
LONG-TERM DEBT

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NOTE 15. LONG-TERM DEBT

Long-term debt on our Consolidated Balance Sheets consists of the following:

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March 31, 

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December 31, 

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2025

    

2024

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(in millions)

Convertible Notes due 2028, 2.5% interest

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$

575.0

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$

575.0

Less: debt discount

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(9.6)

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(10.3)

Net long-term debt

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$

565.4

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$

564.7

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For all periods presented, we were in compliance with the covenants under all debt agreements.

The following table summarizes interest expense related to our debt:

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Three Months Ended March 31, 

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2025

    

2024

    

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(in millions)

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Interest expense

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$

3.5

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$

6.3

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Amortization of debt issuance costs

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0.7

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0.8

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Total interest expense related to debt

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$

4.2

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$

7.1

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Credit Agreement

Our credit agreement, dated as of September 10, 2019, as amended (the “Credit Agreement”) consists of a senior unsecured term loan facility (“Term Loan Facility”) and a senior unsecured revolving facility (“Revolving Facility”), both maturing on September 9, 2026.

For all periods presented, no amounts were outstanding on the Revolving Facility, and we had $600.0 million in available capacity.

In addition to our available capacity on the Revolving Facility, prior to the maturity date of the Credit Agreement, we may request an increase to the financing commitments in either the Term Loan Facility or Revolving Facility by an aggregate amount not to exceed $250.0 million. Any requested increase is subject to lender approval.

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Should we have future borrowings under the Term Loan Facility or Revolving Facility, they will bear interest, at our option, at a rate based on the Base Rate or SOFR, as defined in the Credit Agreement, plus an applicable margin.

Convertible Senior Notes due 2028

On September 12, 2023, we completed a private, unregistered offering of $575.0 million aggregate principal amount of 2.50% convertible senior notes due 2028 (“Convertible Notes”).

The net outstanding balance of $565.4 million continues to be classified as long-term debt as none of the conversion triggers occurred as of March 31, 2025. The redemption price is 100% of the principal amount plus accrued and unpaid interest.

The Convertible Notes mature on September 15, 2028, unless earlier repurchased, redeemed, or converted. Interest is payable semi-annually in arrears in March and September. We do not maintain a sinking fund.

Concurrent with the Convertible Notes issuance, we entered into hedges (“Note Hedges”) with respect to our common stock and sold warrants to purchase our common stock (“Warrants”). In combination, the Note Hedges and Warrants synthetically increase the initial conversion price on the Convertible Notes from $137.46 to $179.76, reducing the potential dilutive effect.

We use level 2 measurements to estimate the fair value of our debt. As of March 31, 2025, we estimate the fair value of our Convertible Notes to be $603.5 million.

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