Annual report pursuant to Section 13 and 15(d)

Debt

v3.22.0.1
Debt
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt
11.
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 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,

 

 

 

2021

 

 

2020

 

Term debt

 

 

 

 

 

 

7-year term loan facility, periodic interest and quarterly principal
   payments, LIBOR +
3.0% as of December 31, 2021, LIBOR + 3.25%
   as of December 31, 2020, expires
September 1, 2027

 

$

1,578,972

 

 

$

1,578,930

 

Revolving debt

 

 

 

 

 

 

5-year revolving loan facility, periodic interest payments, LIBOR + up to
   
3.0% as of December 31, 2021, LIBOR + up to 3.25% as of December
   31, 2020, plus commitment fees up to
0.50%, expires July 26, 2026

 

 

387

 

 

 

15

 

Premium financing notes

 

 

 

 

 

 

Commercial notes, periodic interest and principal payments, 2.50%,
   expired
June 1, 2021

 

 

 

 

 

1,951

 

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

 

 

1,656

 

 

 

 

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

 

 

745

 

 

 

 

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

 

 

3,973

 

 

 

 

Finance lease obligation

 

 

96

 

 

 

225

 

Unsecured promissory notes

 

 

 

 

 

363

 

Units subject to mandatory redemption

 

 

4,267

 

 

 

3,866

 

Total debt

 

$

1,590,096

 

 

$

1,585,350

 

Less current portion

 

 

(23,469

)

 

 

(19,158

)

Long term debt

 

$

1,566,627

 

 

$

1,566,192

 

 

Future maturities of long-term debt as of December 31, 2021, were as follows:

 

 

 

 

2022

 

$

23,469

 

2023

 

 

16,536

 

2024

 

 

16,517

 

2025

 

 

16,504

 

2026

 

 

16,500

 

Thereafter

 

 

1,551,143

 

Total repayments

 

$

1,640,669

 

Unamortized discounts, premiums, and debt issuance costs

 

 

(50,573

)

Total

 

$

1,590,096

 

 

Term Loan

In the first quarter of 2021, the Company closed on a repricing of the 2020 credit facility in order to obtain a lower interest rate, while no other terms changed. Several lenders opted to not participate in the repricing. The debt related to the lenders that opted out of the repricing was considered extinguished and the fees related to those lenders were written off as of the end of the first quarter. The amount of fees written off was $8.6 million.

The original principal of the term loan was $1,650.0 million. As of December 31, 2021 $1,629.4 million of the principal was outstanding and $0.2 million of interest was accrued. Unamortized deferred issuance costs on the term loan were $50.6 million as of December 31, 2021.

Revolving Credit Facility

As of December 31, 2020, the revolving credit facility had a borrowing capacity of $300.0 million. In connection with the closing of the IPO, effective July 26, 2021, the Company modified the terms of the revolving credit facility, increasing the commitments from $300.0 million to $600.0 million, as well as decreasing the established borrowing margins on outstanding balances by 0.25%. The modification also extended the expiration date of the facility to five years from the effective date. An additional $1.1 million of deferred issuance costs related to new lenders in connection with the increase will be amortized over the five year term of the facility. As the revolving credit facility had not been drawn on as of December 31, 2021 or 2020, the deferred issuance costs related to the facility of $8.7 million and $9.8 million, respectively, are included in Other non-current assets in the Consolidated Balance Sheets. The commitments available to be borrowed under the revolving credit facility were $598.7 million and $298.7 million as of December 31, 2021 and 2020, respectively, as the available amount of the facility was reduced by $1.3 million of undrawn letters of credit as of December 31, 2021 and 2020.

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

Unsecured Promissory Notes

In 2019, the Company issued an unsecured promissory note for $0.4 million in exchange for calling 200,000 vested LLC Units in a non-cash transaction. The note had a variable interest rate equal to the greater of 4.0% or the current LIBOR rate plus 1.0%, and had a maturity date of August 9, 2021, to align with the end of the former unitholder's restrictive covenant period.

Subsidiary Units Subject to Mandatory Redemption

As discussed in Note 21, Related Parties, on June 13, 2019, the Company acquired a controlling 47% interest in Ryan Re, LLC. At the time of acquisition, the Founder’s trusts held class A preferred units in Ryan Re worth $3.3 million. The class A preferred units had an annual dividend accumulation rate of 10%, compounded quarterly. Ryan Re has the obligation to settle all the outstanding class A preferred units equal to the amount of the aggregate amount of unreturned capital and unpaid dividends on June 13, 2034, fifteen years from original issuance. As these units, which were acquired in a non-cash transaction, are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The historical cost and fair value of $3.3 million of the units as of the acquisition date was valued using an implicit rate of 9.8%. Accretion of the discount using the implicit rate is recognized as Interest expense in the Consolidated Statements of Income. As of December 31, 2021 and 2020, interest accrued on these units was $1.0 million and $0.6 million, respectively.