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Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt
7.
Debt

Debt is comprised of the following indebtedness to various lenders:

(in millions)

 

June 30,
2025

 

 

December 31,
2024

 

Second Amended and Restated Term Loan Facility, with
   interest at SOFR plus 3.75% as of June 30, 2025,
   (equal to 8.08% at June 30, 2025) due 2032, net(a)

 

$

506.8

 

 

$

—

 

Previous Extended Term Loan Facility, with
   interest at SOFR plus 5.10% as of December 31, 2024
   (equal to 9.46% at December 31, 2024) due 2026, net(b)

 

 

—

 

 

 

402.7

 

Less: Current maturities

 

 

5.2

 

 

 

4.2

 

Long-term debt, net of current maturities, debt
   discount and deferred financing fees

 

$

501.6

 

 

$

398.5

 

 

(a)
The Second Amended and Restated Term Loan Facility (as defined below), scheduled to mature on January 30, 2032, was recorded net of unamortized discount of $6.2 million and net of unamortized deferred financing fees of $2.0 million as of June 30, 2025. The fair market value of the Company’s debt under the Second Amended and Restated Term Loan Facility was $517.3 million as of June 30, 2025.
(b)
The Previous Extended Term Loan Facility (as defined below) as of December 31, 2024 was recorded net of unamortized discount of $5.6 million and net of unamortized deferred financing fees of $0.9 million.

Second Amended and Restated Senior Secured Credit Facilities

On January 30, 2025, Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, entered into the second amended and restated senior secured credit facilities with a syndicate of lenders and Bank of America, N.A., as administrative agent (the “Second Amended and Restated Senior Secured Credit Facilities”), providing for (i) a seven-year $515.0 million term loan facility (the “Second Amended and Restated Term Loan Facility”), scheduled to mature on January 30, 2032 and (ii) a $110.0 million revolving credit facility (the “Second Amended and Restated Revolving Credit Facility”), scheduled to mature on January 30, 2030. The aggregate outstanding principal amount of the Second Amended and Restated Term Loan Facility was approximately $515.0 million as of June 30, 2025.

Proceeds from the Second Amended and Restated Term Loan Facility of $409.1 million, net of $1.3 million of original issuance discount, were used to repay the outstanding principal and interest under Emerald X’s Previous Extended Term Loan Facility, and third party fees of $7.7 million. Of the $409.1 million, $239.6 million was funded through a non-cash rollover from existing lenders and $169.5 million was funded through cash transactions. The original issuance discount of $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. Of the $7.7 million in third party fees, $6.4 million was recognized as interest expense and $1.3 million will be amortized over the life of the Second Amended and Restated Term Loan Facility using the effective interest method. As of June 30, 2025, there were no unpaid debt issuance costs. The Company incurred debt issuance costs of $0.8 million related to the Second Amended and Restated Revolving Credit Facility which are included in other noncurrent assets in the condensed consolidated balance sheets. As of June 30, 2025, there were no unpaid debt issuance costs related to the Second Amended and Restated Revolving Credit Facility.

Rates and Fees

Term Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald X’s option, either:

•
a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one-month Term SOFR plus 1.00%; in each case plus 2.75%, or
•
Term SOFR plus 3.75%.

Revolving Loans under the Second Amended and Restated Senior Secured Credit Facilities bear interest at a rate equal to, at Emerald X’s option, either:

•
a base rate equal to the greatest of: (i) the administrative agent’s prime rate; (ii) the federal funds effective rate plus 50 basis points and (iii) one month Term SOFR plus 1.00%; in each case plus 1.25%, or
•
Term SOFR plus 2.25%;

in each case of any Revolving Loans, subject to one step-up of 0.25% if the Total First Lien Net Leverage Ratio (as defined in the Second Amended and Restated Senior Secured Credit Facilities) exceeds 2.50 to 1.00 and one additional step-up of 0.25% if the Total First Lien Net Leverage Ratio exceeds 2.75 to 1.00.

The Second Amended and Restated Revolving Credit Facility is subject to payment of a commitment fee of 0.25% per annum, calculated on the unused portion of the facility, which may be increased to 0.375% if the Total First Lien Net Leverage Ratio exceeds 3.00 to 1.00 and to 0.50% if the Total First Lien Net Leverage Ratio exceeds 3.50 to 1.00. Upon the issuance of letters of credit under the Second Amended and Restated Senior Secured Credit Facilities, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to Term SOFR) for the Second Amended and Restated Revolving Credit Facility. As of June 30, 2025, Emerald X had $0.5 million in stand-by letters of credit outstanding under the Second Amended and Restated Revolving Credit Facility.

Payments and Commitment Reductions

The Second Amended and Restated Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans made under the Second Amended and Restated Term Loan Facility on January 30, 2025.

The Second Amended and Restated Senior Secured Credit Facilities require certain mandatory prepayments of outstanding loans under the Second Amended and Restated Term Loan Facility, subject to certain exceptions and step-downs, based on (i) a percentage of net cash proceeds of certain asset sales and casualty and condemnation events in excess of certain thresholds (subject to certain reinvestment rights), (ii) net cash proceeds of any issuance of debt, excluding permitted debt issuances and (iii) a percentage of Excess Cash Flow (as defined in the Second Amended and Restated Senior Secured Credit Facilities) in excess of certain thresholds during a fiscal year.

Guarantees, Collateral, Covenants and Events of Default

All obligations under the Second Amended and Restated Senior Secured Credit Facilities are guaranteed by Emerald X’s direct parent company and, subject to certain exceptions, substantially all of Emerald X’s direct and indirect wholly-owned domestic subsidiaries, and such obligations and the related guarantees are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor.

The Second Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on payments, repayments and modifications of subordinated indebtedness; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business.

In addition, the Second Amended and Restated Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 Total First Lien Net Leverage Ratio. This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Second Amended and Restated Revolving Credit Facility (net of up to $10.0 million of outstanding letters of credit and collateralized letters of credit) exceeds 35% of the total commitments thereunder. As of June 30, 2025, the Company was not required to test this financial covenant and Emerald X was in compliance with all covenants under the Second Amended and Restated Senior Secured Credit Facilities.

Events of default under the Second Amended and Restated Senior Secured Credit Facilities include, among others and subject to certain customary exceptions and limitations, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstayed judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document.

Previous Senior Secured Credit Facilities

Prior to the completion of the 2025 Refinancing Transactions described above, Emerald X was a party to a senior secured credit facility (the “Previous Senior Secured Credit Facilities”) entered into with a syndicate of lenders and Bank of America, N.A., as administrative agent. The Previous Senior Secured Credit Facilities provided for a term loan facility (the “Previous Extended Term Loan Facility”) in the amount of approximately $415.3 million, maturing on May 22, 2026, and a $110.0 million revolving credit facility. The terms of the Previous Senior Secured Credit Facilities were similar to the terms of the Second Amended and Restated Senior Secured Credit Facilities described above, except that the interest rate applicable to the term loans under the Previous Senior Secured Credit Facilities was equal to, at the option of Emerald X,

•
the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or
•
an alternate base rate (“ABR”) plus 4.00% per annum.

Emerald X had no outstanding borrowings under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024. Emerald X had $0.7 million in stand-by letters of credit outstanding under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2024.

Interest Expense

Interest expense reported in the condensed consolidated statements of (loss) income consists of the following:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(in millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Second Amended and Restated Term Loan Facility

 

$

10.5

 

 

$

—

 

 

$

20.7

 

 

$

—

 

Previous Extended Term Loan Facility

 

 

—

 

 

 

10.8

 

 

 

—

 

 

 

21.7

 

Second Amended and Restated Term Loan Facility third party fees

 

 

—

 

 

 

—

 

 

 

6.4

 

 

 

—

 

Non-cash interest for amortization of debt discount
   and debt issuance costs

 

 

0.3

 

 

 

1.1

 

 

 

1.0

 

 

 

2.2

 

Revolving credit facility interest and commitment fees

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

 

 

0.2

 

Total interest expense

 

$

10.9

 

 

$

12.0

 

 

$

28.3

 

 

$

24.1

 

The effective interest rate for the term loan under the Second Amended and Restated Senior Secured Credit Facilities at June 30, 2025 was 8.40%. The effective interest rate for the term loan under the Previous Senior Secured Credit Facilities at December 31, 2024 was 10.68%.