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Fair Value of Financial Instruments | 12 Months Ended
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Dec. 31, 2022
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | 9. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. As of December 31, 2022, and 2021, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments. As of December 31, 2022, and 2021, the contingent consideration liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Consolidated Balance Sheets.
|  | December 31, 2022 |
(in thousands) |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets measured at fair value |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 47,493 |  |  | $ | — |  |  | $ | 47,493 |  |  | $ | — |
Total assets measured at fair value |  | $ | 47,493 |  |  | $ | — |  |  | $ | 47,493 |  |  | $ | — |
Liabilities measured at fair value |  |  |  |  |  |  |  |  |  |  |  |
Warrant liability |  | $ | 953 |  |  | $ | — |  |  | $ | 953 |  |  | $ | — |
Contingent consideration liabilities |  |  | 20,334 |  |  |  | — |  |  |  | — |  |  |  | 20,334 |
Total liabilities measured at fair value |  | $ | 21,287 |  |  | $ | — |  |  | $ | 953 |  |  | $ | 20,334 |
|  | December 31, 2021 |
(in thousands) |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets measured at fair value |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 10,164 |  |  | $ | — |  |  | $ | 10,164 |  |  | $ | — |
Total assets measured at fair value |  | $ | 10,164 |  |  | $ | — |  |  | $ | 10,164 |  |  | $ | — |
Liabilities measured at fair value |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments |  | $ | 385 |  |  | $ | — |  |  | $ | 385 |  |  | $ | — |
Warrant liability |  |  | 22,189 |  |  |  | — |  |  |  | — |  |  |  | 22,189 |
Contingent consideration liabilities |  |  | 58,366 |  |  |  | — |  |  |  | — |  |  |  | 58,366 |
Total liabilities measured at fair value |  | $ | 80,940 |  |  | $ | — |  |  | $ | 385 |  |  | $ | 80,555 |
Interest Rate Cap Agreements As of December 31, 2022 and 2021, the Company had interest rate cap contracts with an aggregate notional value of principals of $650.0 million and $2.2 billion, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. As of December 31, 2022, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $47.5 million. As of December 31, 2021, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $10.2 million and an outstanding net liability of $0.4 million. As of December 31, 2022, $47.5 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. As of December 31, 2021, $10.2 million and $0.4 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets” and “Other accrued expenses” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. During the years ended December 31, 2022, 2021, and 2020, the Company recognized interest income of $43.8 million, interest income of $8.3 million and interest expense of $0.4 million, respectively, related to changes in the fair value of its derivative instruments, respectively. Warrant Liability The estimated fair value of the liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 2 financial instrument. The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive (Loss) Income until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. On October 28, 2020, the Company recorded the initial warrant liability of the private placement warrants of $7.9 million. Subsequently, the warrant liability was remeasured to fair value resulting in a gain of $21.2 million and a loss of $1.0 million reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, and 2021, 7,333,333 private placement warrants remained outstanding at fair value of $1.0 million and $22.2 million, respectively. The Company previously valued its private placement warrants using a Black-Scholes Model. The private placement warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Beginning in the first quarter of 2022, they are classified as Level 2 based on the availability of sufficient observable information using the price of the public warrants as an indirectly observable quoted price in active markets to measure the fair value of the private placement warrants, which is inherently less subjective and judgmental given it is based on observable inputs. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a non-recurring basis, categorized by input level within the fair value hierarchy:
(in thousands) |  | Carrying Value |  |  | Fair Value (Level 2) |
Balance at December 31, 2022 |  |  |  |  |  |
Term Loan Facility |  | $ | 1,298,500 |  |  | $ | 1,372,125 |
Notes |  |  | 775,000 |  |  |  | 736,517 |
Government loans for COVID-19 relief |  |  | 4,480 |  |  |  | 4,723 |
Other |  |  | 1,207 |  |  |  | 1,207 |
Total long-term debt |  | $ | 2,079,187 |  |  | $ | 2,114,572 |
(in thousands) |  | Carrying Value |  |  | Fair Value (Level 2) |
Balance at December 31, 2021 |  |  |  |  |  |
Term Loan Facility |  | $ | 1,311,750 |  |  | $ | 1,406,552 |
Notes |  |  | 775,000 |  |  |  | 894,611 |
Government loans for COVID-19 relief |  |  | 5,212 |  |  |  | 5,615 |
Other |  |  | 1,113 |  |  |  | 1,113 |
Total long-term debt |  | $ | 2,093,075 |  |  | $ | 2,307,891 |
The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an active market. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the Revolving Credit Facility, approximate fair market value based on maturities for debt of similar terms.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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