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DEBT | 9 Months Ended
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Sep. 30, 2024
Debt And Derivatives Disclosure [Abstract] |
DEBT | DEBT A summary of debt is as follows:
| September 30, 2024 |  | December 31, 2023
Senior Secured Credit Facility: |  |  |
Term loan A facility (“Term Loan Facility”) payable quarterly beginning in the fiscal year ended December 31, 2027 with balance due September 2029; bearing interest at 6.740% as of September 30, 2024 | $ | 800,000 |  |  | $ | — |
Term loan A facility payable quarterly with balance due December 2026 amended and restated in September 2024 as the Term Loan Facility | — |  |  | 350,000 |
Term loan A facility payable quarterly with balance due December 2026 amended and restated in September 2024 as the Term Loan Facility | — |  |  | 419,250 |
Revolving credit facility (“Revolving Credit Facility”) due September 2029; bearing interest at term secured overnight financing rate (“Term SOFR”) plus 1.885% | — |  |  | — |
Revolving credit facility due December 2026 amended and restated in September 2024 as the Revolving Credit Facility | — |  |  | — |
Tax-Exempt Bonds: |  |  |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014 (“New York Bonds 2014R-1”) due December 2044 - fixed rate interest period bearing interest at 2.875% through December 2029 | 25,000 |  |  | 25,000 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014R-2 (“New York Bonds 2014R-2”) due December 2044 - fixed rate interest period bearing interest at 3.125% through May 2026 | 15,000 |  |  | 15,000 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020 (“New York Bonds 2020”) due September 2050 - fixed rate interest period bearing interest at 2.750% through September 2025 | 40,000 |  |  | 40,000 |
New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2020R-2 (“New York Bonds 2020R-2”) due September 2050 - fixed rate interest period bearing interest at 5.125% through September 2030 | 35,000 |  |  | 35,000 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-3 (“FAME Bonds 2005R-3”) due January 2025 - fixed rate interest period bearing interest at 5.25% through January 2025 | 25,000 |  |  | 25,000 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-1 (“FAME Bonds 2015R-1”) due August 2035 - fixed rate interest period bearing interest at 5.125% through July 2025 | 15,000 |  |  | 15,000 |
Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2015R-2 (“FAME Bonds 2015R-2”) due August 2035 - fixed rate interest period bearing interest at 4.375% through July 2025 | 15,000 |  |  | 15,000 |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds 2013”) due April 2036 - fixed rate interest period bearing interest at 4.625% through April 2028 | 16,000 |  |  | 16,000 |
Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2022A-1 (“Vermont Bonds 2022A-1”) due June 2052 - fixed rate interest period bearing interest at 5.00% through May 2027 | 35,000 |  |  | 35,000 |
Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013 (“New Hampshire Bonds”) due April 2029 - fixed rate interest period bearing interest at 2.95% through April 2029 | 11,000 |  |  | 11,000 |
Other: |  |  |
Finance leases maturing through December 2107; bearing interest at a weighted average of 4.5% | 66,164 |  |  | 53,066 |
Notes payable maturing through September 2028; bearing interest up to 8.1% | 1,500 |  |  | 230 |
Principal amount of debt | 1,099,664 |  |  | 1,054,546 |
Less—unamortized debt issuance costs | 15,787 |  |  | 11,103 |
Debt less unamortized debt issuance costs | 1,083,877 |  |  | 1,043,443 |
Less—current maturities of debt | 38,368 |  |  | 35,781 |
| $ | 1,045,509 |  |  | $ | 1,007,662 |
Credit Facility In September 2024, we entered into a second amended and restated credit agreement (“Credit Agreement”), which amended and restated in its entirety our amended and restated credit agreement (“Existing Credit Agreement”). The Credit Agreement provides for a $800,000 aggregate principal amount Term Loan Facility and a $700,000 Revolving Credit Facility, with a $155,000 sublimit for letters of credit (collectively, the "Credit Facility"). The proceeds of the Credit Facility refinanced our term loans under the Existing Credit Agreement, and may be used for working capital, permitted acquisitions, investments and dividends and distributions, and for other general corporate purposes. We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200,000, subject to further increase based on the terms and conditions set forth in the Credit Agreement. The Credit Facility has a 5-year term that matures in September 2029. The Credit Facility shall bear interest, at our election, at Term SOFR or at a base rate, in each case plus or minus any sustainable rate adjustment of up to positive or negative 4.0 basis points per annum, plus an applicable interest rate margin based upon our consolidated net leverage ratio as follows:
|  | Term SOFR Loans |  | Base Rate Loans
Credit Facility |  | 1.300% to 2.175% |  | 0.300% to 1.175%
A commitment fee will be charged on undrawn amounts of our Revolving Credit Facility based upon our consolidated net leverage ratio in the range of 0.20% to 0.40% per annum, plus a sustainability adjustment of up to positive or negative 1.0 basis point per annum. The Credit Agreement provides that Term SOFR is subject to a zero percent floor. We are also required to pay a fronting fee for each letter of credit of 0.25% per annum. Interest under the Credit Agreement is subject to increase by 2.00% per annum during the continuance of a payment default and may be subject to increase by 2.00% per annum during the continuance of any other event of default. The Credit Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets. As of September 30, 2024, further advances were available under the Revolving Credit Facility in the amount of $678,500. The available amount is net of outstanding irrevocable letters of credit totaling $21,500, and as of September 30, 2024 no amount had been drawn. The Credit Agreement requires us to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio, to be measured at the end of each fiscal quarter. In addition to these financial covenants, the Credit Agreement contains a number of important customary affirmative and negative covenants which restrict, among other things, our ability to sell assets, incur additional debt, create liens, make investments, and pay dividends. As of September 30, 2024, we were in compliance with the covenants contained in the Credit Agreement. An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the Credit Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt. Loss from Termination of Bridge Financing In the nine months ended September 30, 2023, we wrote off the unamortized debt issuance costs and recognized a loss from termination of bridge financing upon the extinguishment of both a secured bridge financing agreement in connection with the GFL Acquisition of $3,718, and an unsecured bridge financing agreement in connection with the Twin Bridges Acquisition of $4,473. Cash Flow Hedges Our strategy to reduce exposure to interest rate risk involves entering into interest rate derivative agreements to hedge against adverse movements in interest rates related to the variable rate portion of our long-term debt. We have designated these derivative instruments as highly effective cash flow hedges, and therefore the change in their fair value is recorded in stockholders’ equity as a component of accumulated other comprehensive loss, net of tax and included in interest expense at the same time as interest expense is affected by the hedged transactions. Differences paid or received over the life of the agreements are recorded as additions to or reductions of interest expense on the underlying debt and included in cash flows from operating activities. As of both September 30, 2024 and December 31, 2023, we had $515,000 notional amount of active interest rate derivative agreements outstanding. These agreements mature between February 2026 and June 2028 and provide that we receive interest based on Term SOFR, restricted by a 0.0% floor, and pay interest at a weighted average rate of approximately 3.6%. A summary of the effect of cash flow hedges related to derivative instruments on the consolidated balance sheets follows:
|  |  | Fair Value
| Balance Sheet Location |  | September 30, 2024 |  | December 31, 2023
Interest rate swaps | Other current assets |  | $ | 3,011 |  |  | $ | 5,951 |
Interest rate swaps | Other non-current assets |  | 2,676 |  |  | 4,413 |
|  |  | $ | 5,687 |  |  | $ | 10,364 |
Interest rate swaps | Other accrued liabilities |  | $ | 1,392 |  |  | $ | — |
Interest rate swaps | Other long-term liabilities |  | 10,851 |  |  | 11,762 |
|  |  | $ | 12,243 |  |  | $ | 11,762 |
Interest rate swaps | Accumulated other comprehensive loss, net of tax |  | $ | (6,556) |  |  | $ | (1,398) |
Interest rate swaps - tax effect | Accumulated other comprehensive loss, net of tax |  | 1,872 |  |  | 318 |
|  |  | $ | (4,684) |  |  | $ | (1,080) |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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