Debt |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Debt Senior Unsecured Notes On March 16, 2026, the Company issued $2.5 billion aggregate principal amount of Senior Notes and utilized a portion of the net proceeds to fully repay the $2.0 billion outstanding aggregate principal amount of its 0% convertible senior notes due 2026 (“2026 Notes”) upon their maturity. The Company incurred debt discount and issuance costs of approximately $22 million in connection with the Senior Notes offering, which were allocated on a pro rata basis to the $850 million of 4.40% senior notes due March 2029 (“2029 Notes”), the 2031 Notes, and the 2036 Notes. The debt discount and issuance costs are amortized on an effective interest rate method to interest expense, which is presented within other income (expense), net, in the Company’s unaudited condensed consolidated statements of operations, over the contractual term of the Senior Notes. The Senior Notes rank equally with all of the Company's existing and future unsecured senior indebtedness. Interest is payable semi-annually in arrears on March 16 and September 16 of each year. The following table summarizes our long-term debt as of March 31, 2026 (in millions, except percentages):
(1)See Note 6, Derivative Instruments and Hedging, for further information on the interest rate swaps related to fixed-rate debt. The principal maturities of the Senior Notes over the next five years of approximately $1.7 billion consist of the 2029 Notes and 2031 Notes, with the remaining $800 million maturing thereafter. For the three months ended March 31, 2025 and 2026, total interest expense related to the Senior Notes and the 2026 Notes, including the amortization of the debt discount and issuance costs, was immaterial. The indenture governing the Senior Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into certain sale and leaseback transactions; and (iii) in the case of the Company, consolidate with, merge into or sell, convey or lease all or substantially all of the Company’s assets to any other person, in each case as set forth in the indenture. These covenants are, however, subject to a number of important limitations and exceptions. The indenture governing the Senior Notes also contains customary event of default provisions. The Company was in compliance with all covenants as of March 31, 2026. 2022 Credit Facility In 2022, the Company entered into a five-year unsecured Revolving Credit Agreement, which provides for initial commitments by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $1.0 billion (“2022 Credit Facility”). The 2022 Credit Facility provides a $200 million sub-limit for the issuance of letters of credit. The 2022 Credit Facility contains customary events of default, and affirmative and negative covenants, including restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt and liens, undergo fundamental changes, as well as certain financial covenants. The Company was in compliance with all financial covenants as of March 31, 2026. As of March 31, 2026, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $20 million.
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