Annual report pursuant to Section 13 and 15(d)

Debt

v3.25.0.1
Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt

9. Debt

Debt consisted of the following as of the periods presented:

 

 

 

 

 

 

 

 

As of

 

 

Maturity

 

Stated Interest Rate

 

Effective Interest Rate

 

December 31, 2024

 

 

December 31, 2023

 

Credit agreement

 

 

 

 

 

 

 

 

 

 

 

 

First lien term loan

 

March 2031

 

7.09%

 

8.15%

 

$

920,381

 

 

$

901,201

 

Unamortized discount and debt issuance costs

 

 

 

 

 

 

 

 

(4,367

)

 

 

(3,777

)

Current maturities of debt

 

 

 

 

 

 

 

 

(6,920

)

 

 

—

 

Total long-term portion of debt, net

 

 

 

 

 

 

 

$

909,094

 

 

$

897,424

 

 

As of December 31, 2024, annual maturities of debt were as follows:

Fiscal Year Ending:

 

 

 

2025

 

$

6,920

 

2026

 

 

9,227

 

2027

 

 

9,227

 

2028

 

 

9,227

 

2029

 

 

9,227

 

Thereafter

 

 

876,553

 

Total maturities of debt

 

 

920,381

 

As of December 31, 2024 and 2023, unamortized debt issuance costs was $6,304 and $4,030, respectively, and accumulated amortization of debt issuance costs was $4,018 and $6,145, respectively.

For the years ended December 31, 2024, 2023 and 2022, the amortization of debt issuance costs in interest expense, net in the consolidated statements of operations was approximately $1,256, $1,698 and $1,698, respectively.

Amended and Restated First Lien Credit Agreement

On August 21, 2014, we entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”). The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by us.

First Lien Term Loan

In March 2024, we entered into Amendment No. 5 to the Amended and Restated First Lien Credit Agreement with the lenders party thereto, and Bank of America, N.A. (“BofA”) as the successor administrative agent and collateral agent. This amendment further modified the credit agreement by providing $925,000 in first lien term commitments, consisting of $901,201 to refinance outstanding term loans and $23,799 in additional incremental term commitments (collectively, the “2024 Term Loans”). Starting September 30, 2024, the loans will be amortized in equal quarterly installments at an annual rate of 1.00% of the original principal amount. In connection with Amendment No. 5, we expensed $1,882 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations.

In November 2024, we entered into Amendment No. 6 to the Amended and Restated First Lien Credit Agreement with the lenders party thereto, and BofA as the successor administrative agent and collateral agent. This amendment further modified the credit agreement by resetting the soft call protection of 1% for voluntary prepayments of the Term Loans to last for six months after the effective date of this Amendment, as well as repricing the Term and Revolving Loans margins, where each was reduced by 0.25%. In connection with Amendment No. 6, we expensed $94 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations.

Revolving Commitment

In March 2024, we entered into Amendment No. 5 to our Amended and Restated First Lien Credit Agreement to increase our borrowing capacity from $150,000 to $300,000. Any unused commitment fee is also payable based on the First Lien Net Leverage Ratio. The Credit Agreement requires the Borrower to maintain a Rent Adjusted Total Net Leverage Ratio no greater than 6.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2024, for the benefit of lenders holding the Revolving Commitments.

The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of December 31, 2024 and 2023, the available borrowing capacity under the Revolving Commitment was $299,791 and $149,193, respectively.

In addition, an unused commitment fee based on our First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of December 31, 2024 and 2023, the unused commitment fee was 0.25%.

Standby Letters of Credit

As of December 31, 2024, we have a letter of credit sublimit of $90,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $300,000. Any letter of credit issued under the Amended and Restated Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to Amended and Restated First Lien Credit Agreement. Letters of credit under the Revolving Commitment reduce the maximum available borrowing capacity under the Revolving Commitment. As of December 31, 2024 and 2023, the amounts associated with outstanding letters of credit were $209 and $807, respectively.

Credit Agreement

We were in compliance with all covenants related to our long-term debt as of December 31, 2024.