XML 27 R15.htm IDEA: XBRL DOCUMENT v3.25.3
Debt
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes the balances and availability of our 2026 Notes, 2025 Term Loan, and 2024 Revolving Credit Facility:
Outstanding (1)
Unutilized AmountInterest RateMaturity Date
September 30,
2025
December 31,
2024
September 30,
2025
December 31,
2024
September 30,
2025
December 31,
2024
(in thousands)
2026 Notes$371,413 $369,514 N/AN/A0.125%0.125%Sept. 1, 2026
2025 Term Loan
397,841 
N/A
N/AN/A6.295%N/AMay 3, 2029
2024 Revolving Credit Facility
1,152 1,143 $173,848 $173,857 1.50%
(2)
1.50%
(2)
May 3, 2029
(1) Represents the net carrying amount of our 2026 Notes and 2025 Term Loan and outstanding letters of credit under the 2024 Revolving Credit Facility.
(2) Represents the rate on the outstanding letters of credit under the 2024 Revolving Credit Facility.
Convertible Senior Notes
On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of September 30, 2025, the conditions allowing holders of the 2026 Notes to convert were not met.
The following table sets forth the interest expense related to the 2026 Notes for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Contractual interest expense$116 $116 $350 $350 
Amortization of issuance costs634 629 1,899 1,884 
The effective interest rate on the 2026 Notes was 0.81% for both the three and nine months ended September 30, 2025 and 2024. See Note 3 for additional information on the Company’s 2026 Notes.
Credit Agreement
On May 3, 2024, the Company entered into the 2024 Credit Agreement. The 2024 Credit Agreement provides for the 2024 Revolving Credit Facility of $175.0 million, which may be increased or decreased under specific circumstances, with a $40.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2024 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. On May 21, 2025, the Company entered into Amendment No. 1 to the 2024 Credit Agreement, which provided for the 2025 Term Loan in an aggregate principal amount of $400.0 million.
The table below summarizes the carrying value of the 2025 Term Loan:
September 30, 2025
(in thousands)
Principal amount
$400,000 
Less: unamortized debt issuance costs
(2,159)
2025 Term Loan, net$397,841 
The 2025 Term Loan requires quarterly amortization payments of 1.250% of the initial aggregate principal amount for the quarters ending December 31, 2025 through September 30, 2027, 1.875% of the initial aggregate principal amount for the quarters ending December 31, 2027 through September 30, 2028, and 2.500% of the initial aggregate principal amount for the quarters ending December 31, 2028 through March 31, 2029, with any remaining outstanding amount payable in full on the maturity date.
The 2024 Revolving Credit Facility and 2025 Term Loan are due on May 3, 2029 and are subject to a springing maturity date on or after June 2, 2026 in the event of certain conditions as described in the 2024 Credit Agreement, as amended. The 2024 Credit Agreement, as amended, contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, debt issuance costs related to the 2024 Credit Agreement of $1.3 million and $1.6 million, respectively, were included in other assets in the condensed consolidated balance sheets.
Maturities of the 2025 Term Loan as of September 30, 2025 were as follows:
Years ending December 31:
2025$5,000 
202620,000 
202722,500 
202832,500 
2029320,000 
$400,000 
Borrowings under the 2025 Term Loan may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs. Borrowings under the 2025 Term Loan are subject to repayment with the Excess Net Cash Proceeds received from certain non-ordinary course Disposition or Recovery Events (each term as defined in Amendment No. 1 to the 2024 Credit Agreement).
The interest rate applicable to the 2025 Term Loan is equal to the Term SOFR Rate, subject to a 0% floor, plus the Applicable Rate. The Applicable Rate for the 2025 Term Loan ranges from 2.00% to 2.75% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in Amendment No. 1 to the 2024 Credit Agreement). Interest expense related to the 2025 Term Loan was $6.4 million and $9.3 million for the three and nine months ended September 30, 2025, respectively.