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LONG-TERM DEBT
 6 Months Ended
Jun. 30, 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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June 30, 

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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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(8.9)

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(10.3)

Net long-term debt

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$

566.1

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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 June 30, 

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Six Months Ended June 30, 

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2025

    

2024

    

2025

    

2024

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(in millions)

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Interest expense

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$

3.4

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$

6.1

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$

6.9

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$

12.4

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Amortization of debt issuance costs

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0.8

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0.9

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1.5

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1.7

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Total interest expense related to debt

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$

4.2

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$

7.0

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$

8.4

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$

14.1

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Credit Agreement

On May 8, 2025, we terminated our prior credit agreement, dated as of September 10, 2019 (and subsequently amended) and entered into a new credit agreement (the “Credit Agreement”) consisting of a senior unsecured term loan facility (“Term Loan Facility”) and a senior unsecured revolving facility (“Revolving Facility”), both maturing on May 8, 2030. The maturity date may be accelerated to the date that is 91 days prior to the maturity date of our 2.50% convertible senior notes due September 15, 2028 (the “Convertible Notes”), if the sum of our consolidated cash and cash equivalents plus the undrawn balance on the Revolving Facility is less than 120% of the redemption amount of the Convertible Notes.

The financing terms of the new Credit Agreement are substantially the same as the terms of the prior credit agreement. As part of the new credit facility, HSBC Bank USA, N.A. (“HSBC”) was appointed as the administrative agent for the lender group.

In connection with the Credit Agreement, we paid $1.9 million in lender and professional fees, which were capitalized and will be amortized over the term of the Credit Agreement.

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At the time of termination, no borrowings were outstanding under the prior credit agreement, and there have been no borrowings under the Credit Agreement to date. As of June 30, 2025, we had $600.0 million available on the Revolving Facility.

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.

The net outstanding balance of $566.1 million continues to be classified as long-term debt as none of the conversion triggers occurred as of June 30, 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 June 30, 2025, we estimate the fair value of our Convertible Notes to be $693.2 million.