Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.24.1.u1
Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt
7.
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:

 

 

March 31, 2024

 

December 31, 2023

 

Term debt

 

 

 

 

 

7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 2.75% as of March 31, 2024, Adjusted Term SOFR + 3.00% as of December 31, 2023, matures September 1, 2027

 

$

1,577,645

 

$

1,564,718

 

Senior secured notes

 

 

 

 

 

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

 

 

396,547

 

 

400,704

 

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

 

 

395

 

 

377

 

Premium financing notes

 

 

 

 

 

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

 

 

566

 

 

2,251

 

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

 

 

251

 

 

622

 

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

 

 

1,675

 

 

2,485

 

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

 

 

1,438

 

 

2,855

 

Units subject to mandatory redemption

 

 

3,399

 

 

5,200

 

Total debt

 

$

1,981,916

 

$

1,979,212

 

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

 

 

(39,374

)

 

(35,375

)

Long-term debt

 

$

1,942,542

 

$

1,943,837

 

 

Term Loan

The original principal of the Term Loan was $1,650.0 million. As of March 31, 2024, $1,596.4 million of the principal was outstanding, $11.5 million of interest was accrued, and the related unamortized deferred issuance costs were $30.2 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 “Repricing Amendment”) to the Term Loan’s Credit Agreement. As a result of the Repricing Amendment, the applicable interest rate of the Term Loan was reduced from Adjusted Term SOFR + 3.00% to Adjusted Term SOFR + 2.75% and no longer contains 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 three months ended March 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 three months ended March 31, 2024, which were recognized in Other non-operating loss (income) on the Consolidated Statements of Income.

 

Revolving Credit Facility

The Revolving Credit Facility had a borrowing capacity of $600.0 million as of March 31, 2024 and December 31, 2023. As the Revolving Credit Facility had not been drawn on as of March 31, 2024 or December 31, 2023, the deferred issuance costs related to the facility of $3.5 million and $4.1 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 $599.6 million and $599.7 million as of March 31, 2024 and December 31, 2023, respectively, as the available amount of the facility was reduced by $0.4 million and $0.3 million, respectively, of undrawn letters of credit.

The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. As of March 31, 2024 and December 31, 2023, 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.

Senior Secured Notes due 2030

In February 2022, the LLC issued $400.0 million of Senior Secured Notes. As of March 31, 2024 and December 31, 2023, accrued interest on the notes was $2.9 million and $7.3 million, respectively, and the related unamortized deferred issuance costs plus discount were $6.3 million and $6.6 million, respectively.

Subsidiary Units Subject to Mandatory Redemption

Ryan Re Underwriting Managers, LLC (“Ryan Re”) has the obligation to settle its outstanding preferred units owned by Patrick G. Ryan 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 March 31, 2024 and December 31, 2023, interest accrued on these units was $0.1 million and $1.9 million, respectively. $1.9 million of accrued return on the Ryan Re preferred units was paid during the three months ended March 31, 2024. See Note 17, Related Parties, for further information on Ryan Re.