Schedule of Consolidated Debt and Capital Lease Obligations |
The components of the Company’s consolidated borrowings were as follows (in thousands): | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | Global senior secured revolving credit facility | $ | 7,000 | | | $ | 816,880 | | | | | | | | | | Encore private placement notes | — | | | 29,310 | | Senior secured notes | 2,698,831 | | | 1,654,989 | | Convertible senior notes | 330,000 | | | 330,000 | | | | | | Cabot securitisation senior facility | 341,041 | | | 324,646 | | U.S. facility | 150,000 | | | 175,000 | | Other | 68,946 | | | 24,904 | | Finance lease liabilities | 1,511 | | | 2,818 | | | 3,597,329 | | | 3,358,547 | | Less: debt discount and issuance costs, net of amortization | (46,755) | | | (40,516) | | Total | $ | 3,550,574 | | | $ | 3,318,031 | |
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Schedule of Senior Secured & Convertible Notes |
The following table provides a summary of the Company’s senior secured notes (the “Senior Secured Notes”) ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | Issue Currency | | Maturity Date | | Interest Payment Dates | | Interest Rate | | | | | | | | | | | | | | | | | | | | | | | | | 2025 Notes | $ | 389,755 | | | $ | 386,324 | | | EUR | | Oct 15, 2025 | | Apr 15, Oct 15 | | 4.875 | % | 2026 Notes | 401,225 | | | 381,937 | | | GBP | | Feb 15, 2026 | | Feb 15, Aug 15 | | 5.375 | % | 2028 Notes | 334,354 | | | 318,280 | | | GBP | | Jun 1, 2028 | | Jun 1, Dec 1 | | 4.250 | % | 2028 Floating Rate Notes | 573,497 | | | 568,448 | | | EUR | | Jan 15, 2028 | | Jan 15, Apr 15, Jul 15, Oct 15 | | EURIBOR +4.250%(1) | 2029 Notes | 500,000 | | | — | | | USD | | Apr 1, 2029 | | Apr 1, Oct 1 | | 9.250 | % | 2030 Notes | 500,000 | | | — | | | USD | | May 15, 2030 | | May 15, Nov 15 | | 8.500 | % | | $ | 2,698,831 | | | $ | 1,654,989 | | | | | | | | | | _______________________(1)Interest rate is based on three-month EURIBOR (subject to a 0% floor) plus 4.250% per annum, resets quarterly. The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible senior notes (the “Convertible Notes”) ($ in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 30, 2024 | | December 31, 2023 | | Maturity Date | | Interest Payment Dates | | Interest Rate | | | | | | | | | | | | | | | | | | | | | 2025 Convertible Notes | $ | 100,000 | | | $ | 100,000 | | | Oct 1, 2025 | | Apr 1, Oct 1 | | 3.250 | % | 2029 Convertible Notes | 230,000 | | | 230,000 | | | Mar 15, 2029 | | Mar 15, Sep 15 | | 4.000 | % | | $ | 330,000 | | | $ | 330,000 | | | | | | | |
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Schedule of Hedge Program for Convertible Notes |
Certain key terms related to the convertible features as of September 30, 2024 are listed below ($ in thousands, except conversion price): | | | | | | | | | | | | | 2025 Convertible Notes | | 2029 Convertible Notes | Initial conversion price | $ | 40.00 | | | $ | 65.89 | | Closing stock price at date of issuance | $ | 32.00 | | | $ | 51.68 | | Closing stock price date | Sep 4, 2019 | | Feb 28, 2023 | Initial conversion rate (shares per $1,000 principal amount) | 25.0000 | | | 15.1763 | | Adjusted conversion rate (shares per $1,000 principal amount)(1) | 25.1310 | | | 15.1763 | | Adjusted conversion price(1) | $ | 39.79 | | | $ | 65.89 | | Adjusted effective conversion price(2) | $ | 39.79 | | | $ | 82.69 | | Excess of if-converted value compared to principal(3) | $ | 18,794 | | | $ | — | | Conversion date | Jul 1, 2025 | | Dec 15, 2028 | _______________________ (1)Pursuant to the indenture for the Company’s 2025 Convertible Notes, the conversion rate for the 2025 Convertible Notes was adjusted upon the completion of the Company’s tender offer in December 2021. (2)As discussed above, the Company maintains a hedge program that increases the effective conversion price for the 2029 Convertible Notes to $82.69. (3)Represents the premium the Company would have to pay assuming the Convertible Notes were converted on September 30, 2024 using a hypothetical share price based on the closing stock price on September 30, 2024.
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