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v3.25.2

Debt | 6 Months Ended
--- | ---
Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt Disclosure | On May 6, 2025, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with various lenders and Citizens Bank, as administrative agent (in such capacity, the “Agent”), which provides for a term loan facility in the amount of $300,000 and a revolving credit facility with a total capacity of $250,000. The Credit Agreement amends and restates in its entirety the previous credit agreement, dated as of July 22, 2020, among the Company, the various lenders party thereto and Citizens Bank, as administrative agent. The Credit Agreement provides for a term loan facility and a revolving credit facility scheduled to mature on May 6, 2030. The Company may from time to time increase the revolving commitments and/or request incremental term loans in an aggregate principal amount of up to $275,000 if certain conditions are satisfied, including (i) the absence of any default under the Credit Agreement, and (ii) the Company obtaining the consent of the lenders participating in each such increase. Borrowings in U.S. Dollars under the Credit Agreement generally bear interest at a variable rate equal to, at the Company’s election, (i) Term SOFR for the applicable interest period plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement) or (ii) the base rate (which is the highest of (a) the prime rate announced by Citizens Bank or its parent company, (b) the sum of the federal funds rate plus 0.50%, or (c) the sum of the Daily SOFR Rate plus 1%) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio. At the Company’s option, borrowings under the Credit Agreement can be made in Euros, Pounds Sterling and other freely available currency or currencies (other than U.S. Dollars) from time to time approved by the Agent and the lenders in accordance with the terms of the Credit Agreement, and such borrowings would bear interest at a variable rate equal to, at the Company’s election, (i) the Alternative Currency Daily Rate (as defined in the Credit Agreement) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio or (ii) the Alternative Currency Term Rate (as defined in the Credit Agreement) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio. Under the Credit Agreement, the Company must also pay (i) a commitment fee to the Agent, for the account of each revolving lender, which shall accrue at a rate per annum ranging from 0.25% to 0.35% of the average daily unused portion of the revolving credit facility, depending on the Company’s Total Net Leverage Ratio, (ii) a letter of credit participation fee to the Agent, for the account of each revolving lender, ranging from 1.75% to 2.50% per annum, based upon the Company’s Total Net Leverage Ratio, multiplied by the average daily amount available to be drawn under the applicable letter of credit, and (iii) a letter of credit fronting fee to each issuer of a letter of credit under the Credit Agreement, which shall accrue at a rate of 0.125% per annum. The Credit Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries, including the requirements that the borrowers not permit (i) the Total Net Leverage Ratio as of the end of any fiscal quarter to be greater than 3.00 to 1.00 and (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter to be less than 1.25 to 1.00. As of June 30, 2025, all financial covenants associated with the Credit Agreement were within the prescribed thresholds. The Credit Agreement requires various subsidiaries of the Company to guarantee obligations arising from time to time under the Credit Agreement, as well as obligations arising in respect of certain cash management and hedging transactions. Subject to customary exceptions and limitations, all of the borrowings under the Credit Agreement are secured by a lien on all or substantially all of the assets of the Company and each subsidiary guarantor. Certain additional subsidiaries of the Company may from time to time become borrowers or guarantors pursuant to the Credit Agreement. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Agent may, and at the request of the required lenders shall, terminate the loan commitments under the Credit Agreement, declare any outstanding obligations under the Credit Agreement to be immediately due and payable and/or require that the Company adequately cash collateralize outstanding letter of credit obligations. In addition, if, among other things, the Company or, with certain exceptions, a subsidiary thereof becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then the loan commitments under the Credit Agreement will automatically terminate, any outstanding obligations under the Credit Agreement will automatically become immediately due and payable, and the cash collateral required under the Credit Agreement for any outstanding letter of credit obligations will automatically become immediately due and payable. The Company used the term loan facility, and a portion of the revolving credit facility, to fund the transaction and the transaction-related expenses. The Company also has used, and intends to continue to use, the revolving credit facility for general corporate purposes. Debt issuance costs related to the Credit Agreement have been capitalized on the Company’s Condensed Consolidated Balance Sheets and totaled $8,954 during the three and six months ended June 30, 2025, consisting of $6,716 related to the term loan, will be amortized to interest expense under the effective interest method, and $2,238 related to the revolving credit facility, which will be amortized to interest expense on a straight-line basis over the five-year term of the facility. During the three and six months ended June 30, 2025, $274 related to the amortization of debt issuance costs was included in interest expense in the Company’s Condensed Consolidated Statements of Operations. As of June 30, 2025, the Company had $325 in letters of credit outstanding related to the Company's revolver. During the second quarter of 2025, the Company wrote-off $840 of unamortized debt issuance costs associated with its prior revolving credit facility, which was replaced in connection with the Credit Agreement. This charge was recorded within interest and other expense in the Company's Condensed Consolidated Statements of Operations. Term Loan Facility The following table presents details of the term loan facility as of June 30, 2025:
| As of June 30, 2025
Current portion of long-term debt |
Gross carrying amount of term loan | $ | 5,625 |
Unamortized debt issuance costs | — |
Current portion of long-term debt | $ | 5,625 |
Long-term debt – noncurrent portion |
Gross carrying amount of term loan | $ | 294,375 |
Unamortized debt issuance costs | 6,510 |
Long-term debt | $ | 287,865 |
Revolving Credit Facility The following table presents details of the revolving credit facility as of June 30, 2025:
|  | Balance Sheet Classification |  | As of June 30, 2025
Outstanding borrowings |  | Long-term debt |  | $ | — |
Unamortized debt issuance costs |  | Deposits and other |  | 2,170 |
Future Maturities of Term Loan Facility The following table presents the future maturities related to the term loan facility as of June 30, 2025:
2025 (remaining six months) | $ | 1,875 |
2026 | 7,500 |
2027 | 9,375 |
2028 | 16,875 |
2029 | 24,375 |
2030 | 240,000 |
| $ | 300,000 |
Subsequent Events | Subsequent Event On August 1, 2025, the Company made a voluntary early repayment of $7,500 on its term loan facility. This repayment was made using available cash on hand and was not contractually required. Under the terms of the Credit Agreement, the first scheduled principal repayment was not due until October 1, 2025.

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