v3.26.1
CREDIT FACILITIES
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
CREDIT FACILITIES CREDIT FACILITIES
We are party to a credit agreement (Credit Facility) with Bank of America, N.A., as Administrative Agent, and the lenders party thereto, which, prior to the April 2026 Amendment referred to below, included a term loan in the original principal amount of $250.0 (Term A Loan), a term loan in the original principal amount of $500.0 (Term B Loan), and a $750.0 revolving credit facility (Revolver).

On April 27, 2026, we amended our Credit Facility (April 2026 Amendment) to increase the commitments available under the Revolver to $1,750.0 and refinance our existing Term A Loan ($228.1 outstanding borrowings at March 31, 2026) into a new $250.0 term A loan facility (New Term A Loan). The New Term A Loan was fully drawn at closing of the April 2026 Amendment, with the proceeds primarily used to repay the refinanced Term A Loan. Term A Loan (or its successor term loan, the New Term A Loan) and the Term B Loan are referred to as the "Term Loans."

Prior to the April 2026 Amendment, the Term A Loan and the Revolver each were scheduled to mature in June 2029. Subsequent to the April 2026 Amendment, the New Term A Loan and the Revolver each mature in April 2031. The Term B Loan matures in June 2031.

The Term A Loan, as refinanced by the New Term A Loan, requires quarterly principal repayments of $3.125 (commencing in September 2026 under the New Term A Loan). The Term B Loan requires quarterly principal repayments of $1.250. Both Term Loans require a lump sum repayment of the remainder outstanding at maturity.

Prior to the April 2026 Amendment, (a) borrowings under the Revolver bear interest, depending on the currency of the borrowing and our election for such currency, at: (i) term Secured Overnight Financing Rate (Term SOFR) plus 0.1% (Adjusted Term SOFR), (ii) Base Rate, (iii) Canadian Prime, (iv) an Alternative Currency Daily Rate, or (v) an Alternative Currency Term Rate plus a specified margin (each as defined in the Credit Facility); (b) the margin for borrowings under the Revolver ranges from 1.50% to 2.25%, or from 0.50% to 1.25%, in each case depending on the rate we select and a defined net leverage ratio; (c) commitment fees range from 0.30% to 0.45%, depending on our defined net leverage ratio; and (d) outstanding amounts under the Term A Loan bear interest at Adjusted Term SOFR or Base Rate, plus a margin ranging from 1.50% — 2.25% for Adjusted Term SOFR borrowings and from 0.50% — 1.25% for Base Rate borrowings, in each case depending on the rate we select and our defined net leverage ratio. At March 31, 2026, outstanding amounts under the Term A Loan and Revolver bore interest at Adjusted Term SOFR plus 1.50%.

Subsequent to the April 2026 Amendment, (a) borrowings under the Revolver bear interest at varying rates (as specified therein), plus a margin ranging from 1.00% to 1.75%, or from 0.05% to 0.75%, in each case depending on the currencies of the borrowings we select and the corporate rating of the Company (as defined in the amended Credit Facility); (b) commitment fees
range from 0.100% to 0.275%, depending on the corporate rating of the Company (as defined in the amended Credit Facility); (c) outstanding amounts under the New Term A Loan bear interest at varying rates (as specified therein), plus a margin ranging from 1.00% — 1.75%, or from 0.05% — 0.75%, in each case depending on the rate we select and the corporate rating of the Company (as defined in the amended Credit Facility).

Outstanding amounts under the Term B Loan bear interest at Term SOFR plus 1.75% or the Base Rate plus 0.75%, depending on the rate we select. At March 31, 2026, outstanding amounts under the Term B Loan bore interest at Term SOFR plus 1.75%.

Prior to the April 2026 Amendment, the Credit Facility had an accordion feature that allows us to increase the Term Loans and/or commitments under the Revolver by $200.0, plus an unlimited amount to the extent that a defined leverage ratio on a pro forma basis does not exceed specified limits, in each case on an uncommitted basis and subject to the satisfaction of certain terms and conditions. Subsequent to the April 2026 Amendment, the Credit Facility has an accordion feature that allows us to increase the Term Loans and/or commitments under the Revolver by an amount equal to the sum of (i) the greater of $700.0 and 10% of our consolidated total assets as of the date of the incurrence of such incremental borrowings, (ii) voluntary repayments and certain other retirements of the New Term A Loan, and (iii) an unlimited amount to the extent that certain defined leverage ratios do not exceed specified limits, in each case subject to the satisfaction of certain terms and conditions.

The Revolver also includes a sub-limit for swing line loans for short-term borrowings ($50.0 prior to the April 2026 Amendment and $100.0 subsequent to the April 2026 Amendment), as well as a sub-limit for letters of credit (L/Cs) ($150.0 prior to the April 2026 Amendment and $300.0 subsequent to the April 2026 Amendment), in each case subject to the overall Revolver credit limit.

We are also required to make annual prepayments of outstanding obligations under the Credit Facility (applied first to the Term Loans, then to the Revolver, in the manner set forth in the Credit Facility) ranging from 0% to 50% (based on a defined leverage ratio) of specified excess cash flow for the prior fiscal year. No prepayments based on excess cash flow were required in 2025, or will be required in 2026. In addition, prepayments of outstanding obligations under the Credit Facility (applied as described above) may also be required in the amount of specified net cash proceeds received above a specified annual threshold (including proceeds from the disposal of certain assets). No prepayments based on net cash proceeds were required in 2025, or will be required in 2026. Any outstanding amounts under the Revolver are due at maturity.

Our obligations under the Credit Facility and the obligations of the guarantees provided by our subsidiaries are secured by substantially all of our assets of the Company and of the subsidiary guarantors. The April 2026 Amendment adds a collateral fallaway provision under which the liens securing (x) our obligations under the Credit Facility and (y) the guarantees provided by certain subsidiaries will be automatically released upon the satisfaction of specified conditions. These conditions include (a) the Company obtaining and maintaining investment grade credit ratings from at least two nationally recognized statistical rating organizations, (b) the repayment in full of all outstanding principal of, accrued interest on, and prepayment premiums and all other amounts in respect of the Term B Loan and any incremental Term B Loan and (c) the absence of any default or event of default under the Credit Facility as of the date of such collateral fallaway.

We are required to comply with certain restrictive covenants under the Credit Facility, including those relating to the incurrence of certain indebtedness, the existence of certain liens, the sale of certain assets, specified investments and payments, sale and leaseback transactions, and certain financial covenants relating to a defined interest coverage ratio and leverage ratio that are tested on a quarterly basis. Our Credit Facility also limits share repurchases for cancellation if our consolidated secured leverage ratio (as defined in such facility) exceeds a specified amount (Repurchase Restriction). At March 31, 2026 and December 31, 2025, we were in compliance with all restrictive and financial covenants under the Credit Facility, and the Repurchase Restriction was not exceeded.

We have entered into interest rate swap agreements to hedge against our exposures to the interest rate variability on a portion of the Term Loans. See note 14 for further detail.
The following table sets forth, at the dates shown, outstanding borrowings under the Credit Facility, excluding ordinary course L/Cs; notional amounts under our interest rate swap agreements; and outstanding finance lease obligations:
Outstanding borrowings
Notional amounts under interest rate swaps (note 14)
March 31
2026		December 31
2025		March 31
2026		December 31
2025
Borrowings under the Revolver $— $— $— $— 
Borrowings under the Term Loans:
Term A Loan$228.1 $231.2 $120.0 $120.0 
Term B Loan491.2 492.5 230.0 230.0 
    Total
$719.3 $723.7 $350.0 $350.0 
Total borrowings under Credit Facility$719.3 $723.7 
Unamortized debt issuance costs related to the Term Loans(4.9)(5.2)
Finance lease obligations (see note 6)
58.0 58.0 
$772.4 $776.5 
Total Credit Facility and finance lease obligations:
Current portion$25.9 $26.0 
Long-term portion746.5 750.5 
$772.4 $776.5 
The following table sets forth, at the dates shown, information regarding outstanding L/Cs, guarantees, surety bonds and overdraft facilities:
March 31
2026		December 31
2025
Outstanding L/Cs under the Revolver$10.4 $10.8 
Outstanding bank guarantees and surety bonds outside the Revolver41.0 38.1 
Total$51.4 $48.9 
Available uncommitted bank overdraft facilities$198.5 $198.5 
Amounts outstanding under available uncommitted bank overdraft facilities$— $—