Annual report pursuant to Section 13 and 15(d)

Debt

v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
9.
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:

 

 

As of December 31,

 

 

 

2023

 

2022

 

Term debt

 

 

 

 

 

7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00%, matures September 1, 2027

 

$

1,564,718

 

$

1,571,818

 

Senior secured notes

 

 

 

 

 

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

 

 

400,704

 

 

399,791

 

Revolving debt

 

 

 

 

 

5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00%, plus commitment fees of 0.25%-0.50%, matures July 26, 2026

 

 

377

 

 

392

 

Premium financing notes

 

 

 

 

 

Commercial notes, periodic interest and principal payments, 5.75%, expire May 1, 2024

 

 

2,251

 

 

—

 

Commercial notes, periodic interest and principal payments, 5.75%, expire June 1, 2024

 

 

622

 

 

—

 

Commercial notes, periodic interest and principal payments, 6.00%, expire June 19, 2024

 

 

2,485

 

 

—

 

Commercial notes, periodic interest and principal payments, 5.75%, expire June 21, 2024

 

 

2,855

 

 

—

 

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

 

 

—

 

 

1,685

 

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

 

 

—

 

 

767

 

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

 

 

—

 

 

3,266

 

Finance lease obligation

 

 

—

 

 

57

 

Units subject to mandatory redemption

 

 

5,200

 

 

4,711

 

Total debt

 

$

1,979,212

 

$

1,982,487

 

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

 

 

(35,375

)

 

(30,587

)

Long-term debt

 

$

1,943,837

 

$

1,951,900

 

 

The future maturities of long-term debt, which excludes premium financing notes, as of December 31, 2023 were as follows:

 

2024

 

$

27,162

 

2025

 

 

16,500

 

2026

 

 

16,500

 

2027

 

 

1,546,875

 

2028

 

 

—

 

Thereafter

 

 

403,316

 

Total repayments

 

$

2,010,353

 

Less: Unamortized discounts and debt issuance costs

 

 

(39,354

)

Total

 

$

1,970,999

 

 

Term Loan

The original principal of the Term Loan was $1,650.0 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. 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.

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $600.0 million as of December 31, 2023 and 2022. As the Revolving Credit Facility had not been drawn on as of December 31, 2023 or 2022, the deferred issuance costs related to the facility of $4.1 million and $6.4 million, 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 $599.7 million and $599.3 million as of December 31, 2023 and 2022, respectively, as the available amount of the facility was reduced by $0.3 million and $0.7 million of undrawn letters of credit, respectively.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of December 31, 2023 and 2022, the Company accrued $0.4 million 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, 2023 and 2022, accrued interest on the notes was $7.3 million and the related unamortized deferred issuance costs plus discount were $6.6 million and $7.5 million, respectively.

 

Subsidiary Units Subject to Mandatory Redemption

 

Ryan Re Underwriting Managers, LLC (“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, 2023 and 2022, interest accrued on these units was $1.9 million and $1.4 million, respectively. See Note 17, Related Parties, for further information on Ryan Re.