Debt |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt |
DEBT Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any
unamortized discount. The following table is a summary of the Company’s outstanding debt:
The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2024, were as
follows:
Term Loan
The original principal of the Term Loan was $1,650.0 million. As a result of the Seventh Amendment, as defined and
described below, the principal was increased to $1,700.0 million. As of December 31, 2024, $1,700.0 million of the
principal was outstanding, $0.3 million of interest was accrued, and the related unamortized deferred issuance costs were
$27.8 million. As of December 31, 2023, $1,596.4 million of the principal was outstanding, $1.1 million of interest was
accrued, and the related unamortized deferred issuance costs were $32.8 million.
On January 19, 2024, the Company entered into the fifth amendment (the “Fifth Amendment”) to the Credit Agreement. As
a result of the Fifth Amendment, the applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR +
3.00% to Adjusted Term SOFR + 2.75% and is no longer subject to a credit spread adjustment. All other material
provisions remain unchanged. The portion of the debt related to the lenders that opted out of the repricing was considered
extinguished and their portion of the legacy debt issuance costs of $0.4 million was written off during the year ended
December 31, 2024, which was recognized in Interest expense, net on the Consolidated Statements of Income.
Additionally, the Company incurred third-party fees related to the repricing of $1.9 million for the year ended
December 31, 2024, which were recognized in Other non-operating loss on the Consolidated Statements of Income.
On September 13, 2024, the Company entered into the seventh amendment (the “Seventh Amendment”) to the Credit
Agreement. As a result of the Seventh Amendment, the principal of the Term Loan was increased to $1,700.0 million, the
applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR + 2.75% to Adjusted Term SOFR +
2.25%, the 0.75% floor on Adjusted Term SOFR was reduced to 0.00%, and the maturity date was extended to
September 13, 2031. Incremental debt issuance costs of $11.1 million were incurred and will be amortized over the
extended term of the loan. The portion of the debt related to the lenders that opted out of the Seventh Amendment was
considered extinguished and their portion of the legacy debt issuance costs of $8.3 million was written off during the year
ended December 31, 2024, which was recognized in Interest expense, net on the Consolidated Statements of Income.
Additionally, the Company incurred third-party fees related to the Seventh Amendment of $16.2 million for the year ended
December 31, 2024, which were recognized in Other non-operating loss on the Consolidated Statements of Income.
Revolving Credit Facility
On July 30, 2024, the Company entered into the sixth amendment (the “Sixth Amendment”) to the Credit Agreement,
which provided for an increase in the borrowing capacity of the Revolving Credit Facility from $600.0 million to $1,400.0
million. The Sixth Amendment also extended the maturity date of the Revolving Credit Facility to July 30, 2029, and
reduced the applicable interest rate from Adjusted Term SOFR + up to 3.00% to Adjusted Term SOFR + up to 2.50%.
Incremental debt issuance costs of $7.9 million were incurred and will be amortized over the extended term of the facility.
The portion of the debt related to the lender that opted out of the Sixth Amendment was considered extinguished and its
portion of the legacy debt issuance costs of $0.1 million was written off during the year ended December 31, 2024, which
was recognized in Interest expense, net on the Consolidated Statements of Income.
The Revolving Credit Facility had a borrowing capacity of $1,400.0 million and $600.0 million as of December 31, 2024
and 2023, respectively. Due to the nature of the instrument, the deferred issuance costs related to the facility of $9.6 million
and $4.1 million were included in Other non-current assets on the Consolidated Balance Sheets as of December 31, 2024
and 2023, respectively. The commitments available to be borrowed under the Revolving Credit Facility were $1,399.7
million and $599.7 million as of December 31, 2024 and 2023, respectively, as the facility was reduced by $0.3 million of
undrawn letters of credit.
The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of December 31, 2024
and 2023, the Company accrued $1.2 million and $0.4 million, respectively, of unpaid commitment fees related to the
Revolving Credit Facility in Short-term debt and current portion of long-term debt on the Consolidated Balance Sheets.
Borrowings under the Term Loan and the Revolving Credit Facility are secured by a first-priority lien and security interest
in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the
Company.
Senior Secured Notes due 2030
On February 3, 2022, the LLC issued $400.0 million of Senior Secured Notes. As of December 31, 2024 and 2023, accrued
interest on the notes was $7.3 million and the related unamortized deferred issuance costs were $5.6 million and $6.6
million, respectively.
Senior Secured Notes due 2032
On September 19, 2024, the LLC issued $600.0 million of Senior Secured Notes. On December 9, 2024, the LLC issued an
additional $600.0 million aggregate principal amount of Senior Secured Notes at a price of 99.5% of their face value plus
accrued interest from September 19, 2024. The notes issued in December 2024 were issued as additional notes under the
same indenture as the notes that were issued in September 2024 and, as such, form a single series and trade interchangeably
with the previously issued senior secured notes due 2032. As of December 31, 2024, accrued interest on the notes was
$20.0 million and the related unamortized deferred issuance costs, including discount, were $21.8 million.
Bridge Facility
On July 31, 2024, the Company entered into a 364-day unsecured bridge term loan facility (the “Bridge Facility”), which
provided unsecured bridge financing of up to $500.0 million to finance a portion of the US Assure acquisition price. In lieu
of drawing under the Bridge Facility, the Company borrowed under the Revolving Credit Facility. Concurrent with the
completion of the US Assure acquisition on August 30, 2024, the Bridge Facility was terminated, and the Company
recognized $4.1 million of related deferred financing costs in Interest expense, net on the Consolidated Statements of
Income during the year ended December 31, 2024.
Subsidiary Units Subject to Mandatory Redemption
Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred units in the
amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, 15 years from original issuance. As
these units are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The
historical cost of the units is $3.3 million, which was valued using an implicit rate of 9.8%. Accretion of the discount using
the implicit rate is recognized as Interest expense, net in the Consolidated Statements of Income. As of December 31, 2024
and 2023, interest accrued on these units was $0.1 million and $1.9 million, respectively. $2.1 million of accrued return on
the Ryan Re preferred units was paid during the year ended December 31, 2024. See Note 17, Related Parties, for further
information on Ryan Re.
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