Debt |
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Sep. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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:
Term Loan
In September 2024, the Term Loan principal increased from $1,650.0 million to $1,700.0 million. In August 2025,
Moody’s Ratings upgraded the Company’s credit rating from B1 to Ba3. As a result, the applicable interest rate on the
Company’s Term Loan decreased from Adjusted Term SOFR + 2.25% to Adjusted Term SOFR + 2.00%. As of
September 30, 2025, $1,687.3 million of the principal was outstanding, $0.3 million of interest was accrued, and the related
unamortized deferred issuance costs were $24.7 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.
Revolving Credit Facility
The Revolving Credit Facility had a borrowing capacity of $1,400.0 million as of September 30, 2025 and December 31,
2024. Due to the nature of the instrument, the deferred issuance costs related to the facility of $8.0 million and $9.6 million
as of September 30, 2025 and December 31, 2024, respectively, were included in Other non-current assets on the
Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were
$1,274.6 million as of September 30, 2025, as the facility was drawn on by $125.4 million. The commitments available to
be borrowed under the Revolving Credit Facility were $1,399.7 million as of December 31, 2024, 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 September 30, 2025
and December 31, 2024, the Company accrued $0.8 million and $1.2 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. As of September 30, 2025, accrued interest on the facility was $0.3 million.
Senior Secured Notes due 2030
In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of September 30, 2025 and December 31,
2024, accrued interest on the notes was $2.9 million and $7.3 million, respectively, and the related unamortized deferred
issuance costs were $4.9 million and $5.6 million, respectively.
Senior Secured Notes due 2032
In September 2024, the LLC issued $600.0 million of Senior Secured Notes at par. In December 2024, the LLC issued an
additional $600.0 million 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 September 30, 2025 and December 31, 2024, accrued interest on the notes was
$11.8 million and $20.0 million, respectively, and the related unamortized deferred issuance costs, including discount, were
$20.1 million and $21.8 million, respectively.
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 within Interest expense, net on the Consolidated Statements of Income. Interest accrued on
these units was $0.1 million as of September 30, 2025 and December 31, 2024. $0.2 million of accrued return on the Ryan
Re preferred units was paid during the nine months ended September 30, 2025. See Note 14, Related Parties, for further
information on Ryan Re.
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