Long-term Debt

9 Months Ended

Sep. 30, 2022


	September 30, 2022		December 31, 2021
	(In millions)
Term Loan, bearing interest at variable rates (rate of 4.88% as of September 30, 2022), maturing in September 2025	$	265.7	$	282.2

Unamortized deferred financing costs	(0.8)		(0.8)
Total senior debt	264.9		281.4
Convertible senior notes (see discussion below)	—		145.9
Unamortized discount and deferred financing costs	—		(9.4)
Total convertible senior notes	—		136.5





Finance leases	41.9		43.4

Total other debt	41.9		43.4
Total debt, net of unamortized discount and deferred financing costs	306.8		461.3
Less: Amounts due within one year	(14.7)		(166.7)
Total long-term debt, net of unamortized discount and deferred financing costs	$	292.1	$	294.6

Senior Credit Facility

On September 28, 2022, the senior secured credit facility (the "Senior Credit Facility") was amended and consists of (i) a $650.0 million revolving line of credit (the "Revolver") and (ii) a $269.1 million term loan (the "Term Loan"). The Term Loan facility decreased from an aggregate principal amount of up to $350.0 million to $269.1 million and the amendment extended the maturity date from September 20, 2023, to September 20, 2025, amortized at a rate of 5.0% per annum. The amended Senior Credit Facility also changed the interest rate benchmark for loans from the London Inter-Bank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Other than the changes mentioned above, the amended Senior Credit Facility has substantially similar terms as the original facility.

As of September 30, 2022, the Company had zero borrowings under the Revolver and issued $27.8 million in letters of credit.

The Term Loan and any borrowings under the Revolver bear interest at SOFR plus an applicable margin ranging from 175 to 250 basis points based on the Company's leverage ratio (the "Consolidated Net Leverage Ratio") measured at the end of each quarter. In addition to interest, the Company must pay certain fees including (i) letter of credit fees ranging from 175 to 250 basis points per annum on the amount of issued but undrawn letters of credit and alternative currency rate loans and (ii) commitment fees ranging from 30 to 45 basis points per annum on the unused portion of the Revolver.

The Term Loan amortized at a rate of 5.0% per annum as of September 30, 2022. Outstanding borrowings under the Revolver and the Term Loan may be voluntarily repaid at any time, in whole or in part, without premium or penalty.

The Senior Credit Facility is secured by a first priority security interest in the Company’s assets, subject to certain customary exceptions, as well as pledges of its equity interests in certain subsidiaries.

The Senior Credit Facility contains financial covenants requiring the Company to (i) maintain an interest coverage ratio of not less than 3.00 to 1.00 and (ii) maintain a Consolidated Net Leverage Ratio not to exceed 3.50 to 1.00 provided that the maximum leverage ratio for all periods shall be increased by 0.50 to 1.00 for two consecutive quarters after consummation of a qualified acquisition.

The Company was in compliance with its financial and non-financial covenants as of September 30, 2022.

2¼% Convertible Senior Notes

On December 14, 2016, the Company issued $300.0 million aggregate principal amount of 2¼% Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On July 15, 2022, the Company announced that it issued a notice of redemption to holders of its outstanding 2¼% Notes stating its intention to redeem all outstanding 2¼% Notes in full on September 19, 2022, in accordance with the terms of the indenture governing the 2¼% Notes. The Company elected to settle conversions of the 2¼% Notes using Cash Settlement, as defined in the indenture for the 2¼% Notes. In the three months ended September 30, 2022, the Company settled the outstanding balance of $145.9 million of its 2¼% Notes with cash totaling $242.0 million, including principal, conversion premium, irrevocable cash conversion option value, and interest. See additional information in Note 11.

The Company adopted the new accounting guidance for convertible instruments effective January 1, 2022, using the modified retrospective method, with the cumulative effect recognized as of January 1, 2022. The primary impact of the new guidance was removing the requirement for the Company to account for beneficial conversion features and cash conversion features in equity, separately from the 2¼% Notes and requires the Company to use the if-converted method for the 2¼% Notes in the diluted earnings per share calculation. See Notes 1 and 2 for additional information.

The following table summarizes information regarding the 2¼% Notes as of December 31, 2021:







Remaining amortization period (years)	2.0
Effective interest rate	5.8		%
Conversion rate (shares of common stock per $1,000 principal amount)	38.4615
Conversion price (per share of common stock)	$	26.00

The following table presents the interest expense components for the 2¼% Notes:



	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	(In millions)
Interest expense-contractual interest	$	0.7	$	0.8	$	2.3	$	2.4
Interest expense-amortization of debt discount (see discussion above)	—		1.0		—		3.2
Interest expense-amortization of deferred financing costs	0.1		0.1		0.3		0.3