Annual report pursuant to Section 13 and 15(d)

Debt

v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt
10.
Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount or premium. To the extent that the Company modifies any debt arrangements, all unamortized costs from borrowings are deferred and amortized over the term of the new arrangement, where applicable.

The following table is a summary of the Company’s outstanding debt:

 

 

 

As of December 31,

 

 

 

2022

 

 

2021

 

Term debt

 

 

 

 

 

 

7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00% as of December 31, 2022, LIBOR + 3.00% as of December 31, 2021, matures September 1, 2027

 

$

1,571,818

 

 

$

1,578,972

 

Senior secured notes

 

 

 

 

 

 

8-year senior secured notes, semi-annual interest payments, 4.38%, matures February 1, 2030

 

 

399,791

 

 

 

 

Revolving debt

 

 

 

 

 

 

5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00% as of December 31, 2022, LIBOR + up to 3.00% as of December 31, 2021, plus commitment fees up to 0.50%, matures July 26, 2026

 

 

392

 

 

 

387

 

Premium financing notes

 

 

 

 

 

 

Commercial notes, periodic interest and principal payments, 1.88-2.49%, expire May 1, 2023

 

 

1,685

 

 

 

 

Commercial notes, periodic interest and principal payments, 2.49%, expire June 1, 2023

 

 

767

 

 

 

 

Commercial notes, periodic interest and principal payments, 2.74%, expire June 21, 2023

 

 

3,266

 

 

 

 

Commercial notes, periodic interest and principal payments, 1.66%, expired June 1, 2022

 

 

 

 

 

1,656

 

Commercial notes, periodic interest and principal payments, 1.66%, expired July 15, 2022

 

 

 

 

 

745

 

Commercial notes, periodic interest and principal payments, 1.66%, expired July 21, 2022

 

 

 

 

 

3,973

 

Finance lease obligation

 

 

57

 

 

 

96

 

Units subject to mandatory redemption

 

 

4,711

 

 

 

4,267

 

Total debt

 

$

1,982,487

 

 

$

1,590,096

 

Less: Short-term debt and current portion of long-term debt

 

 

(30,587

)

 

 

(23,469

)

Long-term debt

 

$

1,951,900

 

 

$

1,566,627

 

 

Future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2022 were as follows:

 

2023

 

$

24,869

 

2024

 

 

16,518

 

2025

 

 

16,504

 

2026

 

 

16,500

 

2027

 

 

1,546,875

 

Thereafter

 

 

404,710

 

Total repayments

 

$

2,025,976

 

Less: Unamortized discounts, premiums, and debt issuance costs

 

 

(49,207

)

Total

 

$

1,976,769

 

 

 

Term Loan

The original principal of the Term Loan was $1,650.0 million. As of December 31, 2022, $1,612.9 million of the principal was outstanding, $0.7 million of interest was accrued, and the related unamortized deferred issuance costs were $41.7 million. As of December 31, 2021, $1,629.4 million of the principal was outstanding, $0.2 million of interest was accrued, and the related unamortized deferred issuance costs were $50.6 million.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $600.0 million as of December 31, 2022 and 2021. As the Revolving Credit Facility had not been drawn on as of December 31, 2022 or 2021, the deferred issuance costs related to the facility of $6.4 million and $8.7 million, respectively, were included in Other non-current assets in the Consolidated Balance Sheets. The commitments available to be borrowed under the Revolving Credit Facility were $599.3 million and $598.7 million as of December 31, 2022 and 2021, respectively, as the available amount of the facility was reduced by $0.7 million and $1.3 million of undrawn letters of credit as of December 31, 2022 and 2021, respectively.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of December 31, 2022 and 2021, the Company accrued $0.4 million of unpaid commitment fees related to the Revolving Credit Facility included in Short-term debt and current portion of long-term debt in 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.

Transition from LIBOR to SOFR

On April 29, 2022, the Company entered into a fourth amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition from using the Eurocurrency Rate (LIBOR) to a benchmark replacement of Adjusted Term SOFR plus a credit spread adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively. As discussed in Note 2, Summary of Significant Accounting Policies, the Company adopted ASU 2020-04 in the second quarter of 2022. The Company has elected the expedient that allows for this contract modification to be treated as not substantial and to account for any related changes on a prospective basis from the modification date.

 

Senior Secured Notes due 2030

 

On February 3, 2022, the LLC issued $400.0 million of Senior Secured Notes. The notes have a 4.38% interest rate and will mature on February 1, 2030. As of December 31, 2022, unamortized deferred issuance costs and discount were $7.5 million and the Company accrued $7.3 million of interest related to these notes.

Subsidiary Units Subject to Mandatory Redemption

Ryan Re has the obligation to settle its outstanding preferred units with the Founder in the amount of the aggregate unreturned capital and unpaid dividends on June 13, 2034, fifteen 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, 2022 and 2021, interest accrued on these units was $1.4 million and $1.0 million, respectively. See Note 19, Related Parties for further information on Ryan Re.