Debt | 8. Debt The Company's current facilities include the following: (i) $ 305,000 senior secured revolving credit facility (the “Revolving Credit Facility”); (ii) $ 1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $ 628,000 and incremental $ 390,000 facility); (iii) € 710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original € 435,000 and an incremental € 275,000 facility); and (iv) $ 400,000 aggregate principal amount of USD secured notes and € 435,000 aggregate principal amount of EUR secured notes (“Secured Notes”). The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the year. As of September 30, 2023 and December 31, 2022, $ 49,945 and $ 21,408 , respectively, was outstanding on the Revolving Credit Facility. On April 13, 2023, the Company entered into a debt amendment agreement to replace LIBOR with SOFR, following the Financial Conduct Authority's ("FCA") decision to phase out the use of LIBOR by June 30, 2023. The USD Term Loan Facility and USD Revolving Credit Facility previously bore interest at LIBOR plus margin. This contract modification qualifies for the relief provided in ASU 2021-01. The Company applied the optional expedient in the standard, accounting for the amendment as if the modification was not substantial and thus a continuation of the existing contract, with the change in rate accounted for prospectively. Line of Credit The Company has a Line of Credit of $ 75,000 which is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of both September 30, 2023 and December 31, 2022 , the Company had an outstanding balance of $ 75,000 . The key terms of these facilities were as follows: Facility Currency Interest Rate (1) Effective Interest Rate (2) Facility Principal Principal Term Loan Facility (3) USD USD SOFR + 0.11% (4) + 2.75% (0.5% floor) 8.3 % Jun-28 918,489 $ 918,489 Term Loan Facility (5) EUR EURIBOR + 3.00% (0% floor) 6.7 % Jun-28 658,993 696,683 Secured Loan Notes EUR 3.00% 3.2 % Jun-29 421,362 445,461 Secured Loan Notes USD 4.00% 4.2 % Jun-29 345,581 345,581 Revolving Credit Facility USD BASE + 0.10% (4) + 2.25% (0% floor) 7.7 % Dec-27 14,000 14,000 Revolving Credit Facility EUR BASE + 2.25% (0% floor) 6.0 % Dec-27 34,000 35,945 Line of Credit USD Term SOFR (6) + 2.70% 8.1 % Jun-25 75,000 75,000 Total Principal Outstanding $ 2,531,159 (1) For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The effective interest rate is as of September 30, 2023. (3) Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. (4) Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR. (5) Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. (6) The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited. September 30, 2023 December 31, 2022 Principal Outstanding $ 2,531,159 $ 2,658,023 Unamortized debt issuance cost ( 16,471 ) ( 14,564 ) Total 2,514,688 2,643,459 Short-term debt 10,190 10,190 Non-current debt $ 2,504,498 $ 2,633,269 For the three months ended September 30, 2023 and 2022, interest expense, including amortization of deferred debt issuance cost, was $ 38,421 and $ 34,631 , respectively. For the nine months ended September 30, 2023 and 2022, interest expense, including amortization of deferred debt issuance cost, was $ 112,639 and $ 89,013 , respectively. The Company also paid debt issuance costs of $ 6,261 during the nine months ended September 30, 2022, predominantly related to the USD Incremental Term Loan drawn down in connection with the SafetyPay acquisition. Maturity requirements on debt as of September 30, 2023 by year are as follows: Remainder 2023 $ 2,547 2024 10,190 2025 85,190 2026 10,190 2027 60,135 2028 1,571,865 2029 and thereafter 791,042 Total $ 2,531,159 During the nine months ended September 30, 2023, the Company made mandatory principal payments of $ 7,642 under its Term Loan Facility. In addition, the Company repurchased $ 24,837 of Secured Loan Notes and $ 109,139 under the Term Loan Facility during the nine months ended September 30, 2023. This resulted in a gain on repurchase of $ 1,680 and $ 9,632 , recognized within "Other income, net" within the unaudited condensed consolidated statements of comprehensive income / (loss) for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, we have committed to future repurchases of $ 3,738 , which have a face value of $ 4,080 . During the nine months ended September 30, 2022, the Company made principal payments of $ 17,076 under its Term Loan Facility, inclusive of voluntary prepayments of $ 9,434 . In addition, the Company repurchased $ 41,117 of Secured Notes, resulting in a gain on repurchase of $ 6,760 and $ 9,752 recognized within "Other income, net" within the unaudited condensed consolidated statement of comprehensive income / (loss) for the three and nine months ended September 30, 2022, respectively. Compliance with Covenants The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the debt agreement. The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40 % of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40 % at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months ("LTM") EBITDA, as defined in the Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its covenants as of the date of issuance of these financial statements. Letters of Credit As of September 30, 2023 and December 31, 2022 , the Company had issued approximately $ 120,292 and $ 121,960 , letters of credit, respectively, for use in the ordinary course of business. |