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DEBT
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
DEBT
7. DEBT
Term Loans and Revolver
The Company, through its subsidiaries, has a credit agreement (“the Credit Agreement”), comprised of term loans and a revolving facility (the “Revolver”). In connection with the Credit Agreement, the Company is party to the Dutch Security Agreement and has pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement). Prior to January 2025, the term loans are comprised of 2023 tranches as defined below (“2023 USD Term Loan”, “2023 EUR Term Loan” and “2023 Liquidity Term Loan”, collectively “2023 Tranches”) issued to fund working capital and the GfK Combination and 2021 tranches as defined below (“2021 USD Term Loan” and “2021 EUR Term Loan”, collectively “2021 Tranches”) issued in connection with the Advent Acquisition (collectively, “2023 and 2021 Term Loans”).

2025 Debt Refinancing
On January 24, 2025, the Credit Agreement was amended to consolidate the 2023 Tranches and the 2021 Tranches into a single USD Term Loan (“USD Term Loan”) and a single EUR Term Loan (“EUR Term Loan”) (the “2025 Debt Refinancing”). The transaction resulted in a $10.3 million loss related to the write-off of unamortized debt discount and issuance costs, along with the expense of $0.3 million in third-party legal fees. The Company recorded the loss in nonoperating income (expense), net. The Canadian dollar tranche (“2021 CAD Term Loan”) and Revolver remain unchanged as a result of the 2025 Debt Refinancing. The term loans mature on March 5, 2028 and require quarterly principal payments equal to 0.25% of the original principal. The respective terms of each debt arrangement are further described below.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 17. "Subsequent Events" for additional information.
The following table sets forth the Company’s outstanding indebtedness following the 2025 Debt Refinancing:
(in millions)
June 30, 2025
USD Term Loan, less unamortized discount of $75.6
$2,188.7 
EUR Term Loan, less unamortized discount of $35.1
1,603.2 
2021 CAD Term Loan, less unamortized discount of $0.2
89.9 
Revolver562.5 
Other debt35.2 
Total debt4,479.5 
Finance leases37.6 
Other financing obligations57.7 
Total debt, finance leases and other financing obligations4,574.8 
Less: Unamortized debt issuance costs(47.8)
Less: Short-term debt and current portion of long-term debt(107.8)
Total long-term debt
$4,419.2 
USD Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 USD Term Loan, 2023 USD Term Loan and 2023 Liquidity Term Loan into the USD Term Loan. At the time of the amendment the loans had an aggregate principal balance of $2,263.4 million. Immediately following the 2025 Debt Refinancing, the USD Term Loan had a principal balance of $2,270.0 million. The Credit Agreement was also amended to reduce the interest rate spread on the USD Term Loan to 350 basis points.
At June 30, 2025, the interest rate for the USD Term Loan was approximately 7.8%.
EUR Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 EUR Term Loan and 2023 EUR Term Loan into the EUR Term Loan. At the time of the amendment the loans had an aggregate principal balance of €1,388.5 million (equivalent to approximately $1,459.3 million USD). Immediately following the 2025 Debt Refinancing, the EUR Term Loan had a principal balance of €1,390.0 million (equivalent to approximately $1,460.9 million USD). The Credit Agreement was also amended to reduce the interest rate spread on the EUR Term Loan to 350 basis points.
At June 30, 2025, the interest rate for the EUR Term Loan was approximately 5.6%.
2023 and 2021 Term Loans
The respective terms of each debt arrangement are further described below. The following table sets forth the Company’s outstanding indebtedness as of December 31, 2024:
(in millions)
December 31, 2024
2023 USD Term Loan, less unamortized discount of $66.3
$921.4 
2023 EUR Term Loan, less unamortized discount of $36.7
607.3 
2023 Liquidity Term Loan, less unamortized discount of $27.3
441.8 
2021 USD Term Loan, less unamortized discount of $2.1
804.4 
2021 EUR Term Loan, less unamortized discount of $1.3
792.4 
2021 CAD Term Loan, less unamortized discount of $0.2
85.5 
Revolver364.0 
Other debt31.7 
Total debt4,048.5 
Finance leases38.7 
Other financing obligations47.4 
Total debt, finance leases and other financing obligations4,134.6 
Less: Unamortized debt issuance costs(53.8)
Less: Short-term debt and current portion of long-term debt(121.0)
Total long-term debt
$3,959.8 
2023 USD Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan (“2023 USD Term Loan”) in the aggregate principal amount of $980.0 million. The 2023 USD Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $107.8 million. At commencement, the 2023 USD Term Loan was subject to interest at term Secured Overnight Financing Rate (“SOFR”) plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 USD Term Loan from 625 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of $20.0 million within the 2023 USD Term Loan.
At December 31, 2024, the interest rate for the 2023 USD Term Loan was approximately 9.3%.
2023 EUR Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a Euro term loan (“2023 EUR Term Loan”) in the aggregate principal amount of €500.0 million (equivalent to approximately $550.0 million USD). The 2023 EUR Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €55.0 million (equivalent to approximately $60.5 million USD). At commencement, the 2023 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 650 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 EUR Term Loan from 650 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of €123.5 million (equivalent to approximately $135.0 million USD) within the 2023 EUR Term Loan.
At December 31, 2024, the interest rate for the 2023 EUR Term Loan was approximately 7.8%.
2023 Liquidity Term Loan
On February 28, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan (“2023 Liquidity Term Loan”) in the aggregate principal amount of $475.0 million. The 2023 Liquidity Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $52.3 million. At commencement, the 2023 Liquidity Term Loan was subject to interest at term SOFR plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 Liquidity Term Loan from 625 basis points to 475 basis points.
At December 31, 2024, the interest rate for the 2023 Liquidity Term Loan was approximately 9.3%.
2021 USD Term Loan
On March 5, 2021, a U.S. Dollar tranche (“2021 USD Term Loan”) was issued in the aggregate principal amount of $950.0 million. The 2021 USD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $4.8 million. From the commencement date through November 29, 2021, the 2021 USD Term Loan was subject to interest at LIBOR plus a spread of 375 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan which is further described below. The Company used the proceeds to pay down the 2021 USD Term Loan by approximately $111.6 million. The amended Credit Agreement also reduced the interest rate spread to a range of 350 to 375 basis points dependent on certain ratio levels. On July 10, 2023, the Credit Agreement was amended to replace LIBOR with term SOFR.
At December 31, 2024, the interest rate for the 2021 USD Term Loan was approximately 8.4%.
2021 EUR Term Loan
On March 5, 2021, a Euro tranche (“2021 EUR Term Loan”) was issued in the aggregate principal amount of €545.0 million (equivalent to approximately $650.0 million USD). The 2021 EUR Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €2.7 million (equivalent to approximately $3.3 million USD). From the commencement date through November 29, 2021, the 2021 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 350 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan of €250.0 million (equivalent to approximately $283.5 million USD). The Company used the proceeds to pay down the 2021 USD Term Loan as described above and to finance other acquisitions. The amended Credit Agreement also reduced the interest rate spread for the 2021 EUR Term Loan to a range of 325 to 375 basis points dependent on certain ratio levels.
At December 31, 2024, the interest rate for the 2021 EUR Term Loan was approximately 6.8%.
2021 CAD Term Loan
On March 5, 2021, the 2021 CAD Term Loan was issued in the aggregate principal amount of C$128.0 million (equivalent to approximately $100.0 million USD). The 2021 CAD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of C$0.6 million (equivalent to approximately $0.5 million USD). From the commencement date through November 29, 2021, the 2021 CAD Term Loan was subject to interest at Canadian Dollar Offered Rate (“CDOR”) plus a spread of 450 to 475 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to reduce the interest rate spread to a range of 400 to 425 basis points dependent on certain ratio levels. On June 28, 2024, the Credit Agreement was amended to replace CDOR with term Canadian Overnight Repo Rate Average.
At June 30, 2025 and December 31, 2024, the interest rate for the 2021 CAD Term Loan was approximately 7.0% and 7.9%, respectively.
Revolver
On March 5, 2021, the Company entered into a revolving facility. The maximum borrowing capacity was $350.0 million at the commencement of the facility, with the capacity being increased through subsequent amendments to the Credit Agreement. At the commencement of the Credit Agreement, the Revolver had a maturity date of March 5, 2026. On June 28, 2024, the Credit Agreement was amended to extend the maturity date of the Revolver to March 5, 2028. At June 30, 2025 and December 31, 2024, the maximum borrowing capacity under the Revolver was $638.3 million with an available borrowing capacity of $75.8 million and $274.3 million, respectively, due to outstanding proceeds as of the dates reported.
The commitment fee is 25 to 50 basis points dependent on certain ratio levels. Borrowings are subject to an interest rate spread of 325 to 375 basis points dependent on certain ratio levels. On August 31, 2022, the Credit Agreement was amended to replace LIBOR with term SOFR for borrowings denominated in U.S. dollars.
At June 30, 2025 and December 31, 2024, the weighted-average interest rate for borrowings under the Revolver was approximately 7.8% and 8.1%, respectively.
On July 11, 2025, the Credit Agreement was amended to, among other things, increase the aggregate principal amount of the Revolver to $750.0 million. See Note 17. "Subsequent Events" for additional information.
Covenant Compliance
The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires the Company to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if the Company’s excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
The Company was in compliance with all relevant covenants contained in the Credit Agreement as of June 30, 2025.
Maturity Profile
The following table sets forth the aggregate principal repayment requirements for total debt:
(in millions)
2025$21.4 
202649.3 
202723.6 
20284,496.1 
2029— 
Thereafter— 
Total payments on debt
4,590.4 
Unamortized debt discounts
(110.9)
Total debt
$4,479.5 
Debt Issuance Costs
The Company capitalizes costs associated with the issuance of debt, and such costs are amortized over the term of the respective debt instrument. The Company incurred costs associated with executing amendments related to the term loans and Revolver of $2.5 million for the three months ended March 31, 2025 while no costs were incurred for the three months ended June 30, 2025. The Company incurred costs of $1.6 million for the three and six months ended June 30, 2024.
As of June 30, 2025 and December 31, 2024, unamortized debt issuance costs associated with the Company’s term loans totaled $47.8 million and $53.8 million, respectively, and were presented as a reduction of debt in the condensed consolidated balance sheets. Unamortized debt issuance costs associated with the Revolver totaled $7.9 million and $9.1 million as of June 30, 2025 and December 31, 2024, respectively.
Other Financing Obligations
The Company has a program in which trade receivable are sold to third parties. The available capacity under the program is €270.0 million (equivalent to approximately $318.2 million USD as of June 30, 2025), with the underlying transactions accounted for as true sales, without recourse. As of June 30, 2025 and December 31, 2024, $165.9 million and $146.6 million, respectively, of previously sold receivables remained outstanding. The Company recorded costs associated with the factoring program in nonoperating income (expense), net, primarily representing administrative and financing costs which totaled $2.9 million and $4.1 million for the three months ended June 30, 2025 and 2024, respectively, and $5.7 million and $7.9 million for the six months ended June 30, 2025 and 2024, respectively. The proceeds from the sales are reported as operating activities in the condensed consolidated statements of cash flows and totaled $717.7 million and $690.9 million for the six months ended June 30, 2025 and 2024, respectively.