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Financing Arrangements
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Financing Arrangements Financing Arrangements
As of June 30, 2025, the Company had a $600 million senior secured revolving credit facility (the “Revolver”) and a $275 million senior secured term loan facility (the “Term Loan”), subject to the terms of the Third Amended and Restated Credit Agreement dated as of November 15, 2022 (as amended, the “Existing Credit Agreement”). In July 2025, the Company entered into the Fourth Amended and Restated Credit Agreement (the "Amended Credit Agreement”) which amended and restated, in its entirety, the Existing Credit Agreement. The Amended Credit Agreement established a $700 million senior secured revolving credit facility (the "Amended Revolver") and a $400 million senior secured term loan facility (the "Amended Term Loan"), both of which mature on July 30, 2030. See “2025 Amended and Restated Credit Agreement” below for additional information.
Under the Existing Credit Agreement in effect as of June 30, 2025, the Revolver and the Term Loan would have fully matured on November 15, 2027. The Term Loan was subject to scheduled quarterly amortization payments of $3.4 million which began June 30, 2024 and would have continued through the maturity date of November 15, 2027, at which time the outstanding principal balance and all accrued interest would be due. As of June 30, 2025, we had total borrowings outstanding under the Existing Credit Agreement of $657.8 million, consisting of $400.0 million outstanding under the Revolver and $257.8 million outstanding under the Term Loan. A summary of the scheduled maturities of those borrowings as of June 30, 2025 follows:
Scheduled Maturities of Long-Term Debt
2025$6,875 
2026$13,750 
2027$637,188 
Borrowings under the Revolver could be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes. The proceeds of the Term Loan were used to reduce borrowings under the Revolver.
The Existing Credit Agreement provided the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount up to $250 million, subject to customary conditions and the approval of any lender whose commitment would be increased, resulting in a maximum available principal amount under the Existing Credit Agreement of $1.13 billion.
Fees and interest on borrowings under the Existing Credit Agreement varied based on our Consolidated Leverage Ratio (as defined in the Existing Credit Agreement). At our option, these borrowings would bear interest at one, three or six month Term SOFR or, in the case of the Revolver, an alternate base rate, in each case plus the applicable margin. The applicable margin for borrowings under the Revolver would fluctuate between 1.125% per annum and 1.875% per annum, in the case of Term SOFR borrowings, or between 0.125% per annum and 0.875% per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time. The applicable margin for the outstanding principal under the Term Loan would range between 1.625% per annum and 2.375% per annum based upon our Consolidated Leverage Ratio at such time. The fees and interest were subject to further adjustment based upon the Company's performance against specified key performance indicators. Based upon the performance of the Company against those key performance indicators in each Reference Year (as defined in the Existing Credit Agreement), certain adjustments to the otherwise applicable rates for interest, commitment fees and letter of credit fees would be made. These annual adjustments would not exceed an increase or decrease of 0.01% in the aggregate for all key performance indicators in the case of the commitment fee rate or an increase or decrease of 0.05% in the aggregate for all key performance indicators in the case of the Term SOFR borrowings, base rate borrowings or letter of credit fee rate.
Amounts borrowed under the Existing Credit Agreement could be prepaid at any time without premium or penalty. We were required to prepay the amounts outstanding under the Existing Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Existing Credit Agreement). In addition, we had the right to permanently reduce or terminate the unused portion of the commitments provided under the Existing Credit Agreement at any time.
The loans and obligations under the Existing Credit Agreement are secured pursuant to a Third Amended and Restated Security Agreement and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A. as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable benefit of the lenders under the Existing Credit Agreement, a first-priority lien, subject to permitted liens, on substantially all of the personal property assets of the Company and the subsidiary guarantors, and a pledge of 100% of the stock or other equity interests in all domestic subsidiaries and 65% of the stock or other equity interests in each “material first-tier foreign subsidiary” (as defined in the Pledge Agreement) entitled to vote and 100% of the stock or other equity interests in each material first-tier foreign subsidiary not entitled to vote.
The Existing Credit Agreement contained usual and customary representations and warranties; affirmative and negative covenants, which included limitations on liens, investments, additional indebtedness, and restricted payments; and two quarterly financial covenants as follows: (i) a maximum Consolidated Leverage Ratio (defined as the ratio of debt to consolidated EBITDA) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio would have increased to 4.25 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in the Existing Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.00 to 1.00. Consolidated EBITDA for purposes of the financial covenants was calculated on a continuing operations basis and included adjustments to add back non-cash goodwill impairment charges, share-based compensation costs, certain non-cash restructuring charges, pro forma historical EBITDA for businesses acquired, and other specified items in accordance with the Existing Credit Agreement. For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At June 30, 2025, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 2.48 to 1.00 and a Consolidated Interest Coverage Ratio of 9.83 to 1.00.
A summary of the carrying amounts of our debt follows:
June 30,
2025		December 31,
2024
Revolver
$400,000 $93,000 
Term Loan
257,813 264,687 
Unamortized debt issuance costs - Term Loan(1)
(898)(1,080)
Total long-term debt656,915 356,607 
Current maturities of long-term debt
(13,750)(13,750)
Long-term debt, net of current portion$643,165 $342,857 
(1)In connection with establishing the Term Loan, we incurred $1.4 million of debt issuance costs which were recognized as a discount to the Term Loan. These debt issuance costs were amortized to interest expense using an effective interest rate of 7.34% over the term of the Term Loan. Unamortized debt issuance costs related to the Revolver are included as a component of other non-current assets and amortized to interest expense using the straight-line method over the term of the Revolver.
Borrowings outstanding under the Existing Credit Agreement as of June 30, 2025 and December 31, 2024 carried a weighted average interest rate of 5.6% and 4.7%, respectively, including the effect of the interest rate swaps described in Note 10 “Derivative Instruments and Hedging Activity.”
The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the Revolver and outstanding letters of credit. At June 30, 2025, we had outstanding letters of credit totaling $0.4 million, which are used as security deposits for our office facilities. As of June 30, 2025, the unused borrowing capacity under the Revolver was $199.6 million.
2025 Amended and Restated Credit Agreement
In July 2025, the Company entered into the Amended Credit Agreement, which amended and restated, in its entirety, the Existing Credit Agreement. The Amended Credit Agreement established the $700 million Amended Revolver and the $400 million Amended Term Loan, both of which mature on July 30, 2030. The Amended Term Loan is subject to scheduled quarterly amortization payments of $5.0 million beginning September 30, 2025 and continue through the maturity date of July 30, 2030, at which time the outstanding principal balance and all accrued interest will be due.
The initial borrowings under the Amended Credit Agreement were used to reduce current borrowings outstanding under the Existing Credit Agreement, and future borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.
The Amended Credit Agreement provides the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount up to $500 million with further increases permitted to the extent the Pro Forma Consolidated Leverage Ratio (as defined in the Amended Credit Agreement) remains at or below 3.00 to 1.00 following such incremental borrowings, subject to customary conditions and the approval of any lender whose commitment would be increased. These increases result in an available principal amount of $1.6 billion under the Amended Credit Agreement, with further increases permitted.