Debt and Financing | 5. Debt and Financing Our outstanding debt as of December 31, 2022 and December 31, 2021 consisted of the following: As of December 31, 2022 (in millions) Par Value Discount Commitment Debt Book Value Effective UST Loan Tranche A (a) $ 325.7 $ — $ ( 8.2 ) $ ( 2.2 ) $ 315.3 (b) 6.3 % UST Loan Tranche B 400.0 — ( 11.0 ) ( 2.9 ) 386.1 (b) 6.5 % Term Loan (a) 569.1 ( 8.4 ) — ( 3.9 ) 556.8 (c) 9.5 % ABL Facility — — — — — N/A Secured Second A&R CDA 23.5 — — — 23.5 7.7 % Unsecured Second A&R CDA 42.5 — — — 42.5 7.7 % Lease financing obligations 213.9 — — ( 0.1 ) 213.8 (d) 17.6 % Total debt $ 1,574.7 $ ( 8.4 ) $ ( 19.2 ) $ ( 9.1 ) $ 1,538.0 Current maturities of Term Loan — — — — — Current maturities of Secured and Unsecured Second A&R CDA ( 66.0 ) — — — ( 66.0 ) Current maturities of lease financing obligations ( 5.8 ) — — — ( 5.8 ) Long-term debt, less current portion $ 1,502.9 $ ( 8.4 ) $ ( 19.2 ) $ ( 9.1 ) $ 1,466.2 (a) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn, plus the accumulated paid-in-kind interest. (b) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 3.5 %. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 7.5 %. (d) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. The remaining term of these obligations ranges between 2024 and 2032 with right of renewal options available. As of December 31, 2021 (in millions) Par Value Discount Commitment Fee Debt Book Value Effective UST Loan Tranche A (a) $ 311.4 $ — $ ( 12.9 ) $ ( 3.4 ) 295.1 (b) 6.4 % UST Loan Tranche B 400.0 — ( 17.3 ) ( 4.5 ) 378.2 (b) 6.5 % Term Loan 612.5 ( 15.0 ) — ( 6.6 ) 590.9 (c) 9.5 % ABL Facility — — — — — N/A Secured Second A&R CDA 24.1 — — — 24.1 7.7 % Unsecured Second A&R CDA 42.5 — — ( 0.1 ) 42.4 7.7 % Lease financing obligations 224.0 — — ( 0.2 ) 223.8 (d) 17.4 % Total debt $ 1,614.5 $ ( 15.0 ) $ ( 30.2 ) $ ( 14.8 ) $ 1,554.5 Current maturities of Unsecured Second A&R CDA ( 1.5 ) — — — ( 1.5 ) Current maturities of Secured and Unsecured Second A&R CDA ( 66.6 ) — — 0.1 ( 66.5 ) Current maturities of lease financing obligations ( 4.3 ) — — — ( 4.3 ) Long-term debt, less current portion $ 1,542.1 $ ( 15.0 ) $ ( 30.2 ) $ ( 14.7 ) $ 1,482.2 US Treasury Loan On July 7, 2020, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), entered into the UST Tranche A Term Loan Credit Agreement (the “Tranche A UST Credit Agreement”) with The Bank of New York Mellon, as administrative agent and collateral agent and the UST Tranche B Term Loan Credit Agreement (the “Tranche B UST Credit Agreement” and together with the Tranche A UST Credit Agreement, the “UST Credit Agreements”) with The Bank of New York Mellon, as administrative agent and collateral agent, pursuant to which the United States Treasury (“UST”) committed to an aggregate of $ 700.0 million to the Company pursuant to the CARES Act. The obligations of the Company under the UST Credit Agreements are unconditionally guaranteed by the Term Guarantors. The UST Credit Agreements have maturity dates of September 30, 2024 , with a single payment at maturity of the outstanding balance. The Tranche A UST Credit Agreement consists of a $ 300.0 million term loan and bears interest at a rate of Eurodollar rate (subject to a floor of 1.0 %) plus a margin of 3.5 % per annum, consisting of 1.50 % in cash and the remainder paid-in-kind. Proceeds from the Tranche A UST Credit Agreement were used to meet the Company’s contractual obligations and maintain working capital. The Tranche B UST Credit Agreement consists of a $ 400.0 million term loan and bears interest at a rate of Eurodollar rate (subject to a floor of 1.0 %) plus a margin of 3.5 % per annum, paid in cash. Proceeds from the Tranche B UST Credit Agreement were used predominantly for the acquisition of tractors and trailers. Obligations under the UST Credit Agreements are secured by a perfected first priority security interest in the escrow or controlled account supporting the respective UST Credit Facility, certain tractors and trailers (in the case of the Tranche B UST Credit Agreement) and a perfected junior priority security interest (subject in each case to permitted liens) in substantially all other assets of the Company and the Term Guarantors, subject to certain exceptions. The UST Credit Agreements were funded through a series of draws made over time as the proceeds are utilized for the purposes outlined by the agreements. Funds drawn on the UST Credit Agreements we initially segregated into restricted accounts and those funds were included in “Restricted amounts held in escrow” in the December 31, 2020 consolidated balance sheet. As of December 31, 2021 and 2022 amounts had been fully withdrawn from the UST Credit Agreements. Borrowings are subject to the various requirements stated in the UST Credit Agreements. The Company issued 15,943,753 shares of common stock as consideration related to the UST Credit Agreements, which has impacted both the capital surplus and common stock, for the par value per share. Accordingly, the fair value of those shares at issuance of approximately $ 46.7 million has been recorded as a commitment fee reducing the par value of debt as of December 31, 2022 and 2021 and is being amortized into interest expense on a straight-line basis over the term of the availability of the UST funds, which ends on September 30, 2024. As a result of entering into the UST Credit Agreements, the Company incurred $ 12.2 million in debt issuance costs for the origination, legal and related fees. The debt issuance costs reduces the par value of the debt and is being amortized into interest expense on a straight-line basis over the term of the UST funds, which ends September 30, 2024. Under the UST Credit Agreements and Term Loan (discussed below), the Company has a quarterly requirement to maintain a minimum trailing-twelve-month ("TTM") Adjusted EBITDA of $ 200.0 million through the maturity of these agreements. Management expects, based on actual and forecasted operating results, the Company will meet this covenant requirement for the next twelve months. Adjusted EBITDA, defined in our UST Credit Agreements and the Term Loan Agreement (defined below), as amended, (collectively, the “TL Agreements”) as “Consolidated EBITDA,” is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges, integration costs, severance, non-recurring charges, the gains or losses from permitted dispositions, discontinued operations, and certain non-cash expenses, charges and losses (provided that if any of such non-cash expenses, charges or losses represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from Adjusted EBITDA in such future period to the extent paid). Certain expenses that qualify as adjustments are capped at 10.0 % of the trailing-twelve-month Adjusted EBITDA, in aggregate. Adjustments subject to the 10.0 % cap include, but are not limited to, restructuring charges, integration costs, severance, and non-recurring charges. Additionally, all net gains from the disposition of properties are excluded from the definition of Adjusted EBITDA. Therefore any gains previously recognized in Adjusted EBITDA, as that term was previously defined in our filings with the Securities and Exchange Commission (the “SEC”), in accordance with its definition in the Prior Term Loan Agreement, will not be included in the calculation of Adjusted EBITDA under the TL Agreements. Term Loan On September 11, 2019, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 (the “Prior Term Loan Agreement”) and entered into a $ 600.0 million term loan agreement (“Term Loan”) with funds managed by Apollo Global Management, LLC acting collectively as lead lender, and Alter Domus, as administrative agent and collateral agent. The obligations of the Company under the agreement governing (the “Term Loan Agreement”) are unconditionally guaranteed by the Term Guarantors. The Term Loan has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The Term Loan initially bore interest at Eurodollar rate (subject to a floor of 1.0 %) plus a margin of 7.5 % per annum, payable at least quarterly in cash, subject to a 1.0 % margin step down in the event the Company achieves greater than $ 400.0 million in trailing-twelve-month Adjusted EBITDA. Obligations under the Term Loan are secured by a perfected first priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company’s wholly owned terminals, tractors and trailers, subject to certain limited exceptions. On April 7, 2020, the Company and certain of its subsidiaries entered into Amendment No. 1 (the “First Term Loan Amendment”) to the Term Loan Agreement as a result of expected future covenant and liquidity tightening due to unprecedented economic deterioration. Beginning the last two weeks of March 2020, our industry and the economy at-large experienced an unexpected and significant decline in economic activity due to the impact of the 2019 coronavirus disease (“COVID-19”) and the resulting business shutdown and shelter-in-place orders made across North America by various governmental entities and private enterprises. The First Term Loan Amendment principally provided additional liquidity allowing the Company to defer quarterly interest payments for the quarter ended March 31, 2020 and the quarter ending June 30, 2020 with almost all of such interest to be paid-in-kind. The First Term Loan Amendment also provided for a waiver with respect to the Adjusted EBITDA financial covenant during each fiscal quarter during the fiscal year ending December 31, 2020. The interest rate was retroactively reset to a fixed 14 % during the first six months of 2020. On July 7, 2020, the Company and the Term Guarantors entered into Amendment No. 2 (the “Second Term Loan Amendment”) to the Term Loan Agreement. The material terms of the Second Term Loan Amendment include, among other things, a consent to the refinancing and conforming changes to the description of collateral set forth in the UST Credit Agreements, permanently capitalizing previously paid-in-kind interest on borrowings under the Term Loan Agreement, and that all future interest shall accrue at Eurodollar rate plus a margin of 7.5 % per annum and 6.5 % per annum in the case of alternative base rate borrowings paid in cash. Additionally, the Company is subject to certain financial covenant requirements identical to those of the UST credit agreements. ABL Facility On February 13, 2014, we entered into our $ 450 million asset-based loan facility (the “ABL Facility”) from a syndicate of banks arranged by Citizens Bank N.A. (formerly known as RBS Citizens, N.A.) (the “ABL Agent”), Merrill Lynch, Pierce, Fenner & Smith and CIT Finance LLC. The Company and our subsidiaries, YRC Freight, Reddaway, Holland and New Penn are borrowers under the ABL Facility, and certain of the Company’s domestic subsidiaries are guarantors thereunder. Availability under the ABL Facility is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our outstanding letters of credit and revolving loans. Eligible borrowing base cash is cash that is deposited from time to time into a segregated restricted account and is included in “Restricted amounts held in escrow” in the accompanying consolidated balance sheet. At our option, borrowings under the ABL Facility bear interest at either: (i) the applicable USD LIBOR rate plus 2.25 %, as amended, or (ii) the base rate (as defined in the ABL Facility) plus 1.25 %, as amended. Letter of credit fees equal to the applicable USD LIBOR margin in effect, 2.25 % as amended, are charged quarterly in arrears on the average daily stated amount of all letters of credit outstanding during the quarter. Unused line fees are charged quarterly in arrears (such unused line fee percentage is equal to 0.375 % per annum if the average revolver usage is less than 50% or 0.25 % per annum if the average revolver usage is greater than 50%). The ABL Facility is secured by a perfected first priority security interest (subject to permitted liens) in accounts receivable, cash, deposit accounts and other assets related to accounts receivable of the Company and the other loan parties and an additional second priority security interest (subject to permitted liens) in substantially all remaining assets of the borrowers and the guarantors other than the CDA collateral. The ABL Facility contains conditions, representations and warranties, events of default and indemnification provisions that are customary for financings of this type, including, but not limited to, a springing minimum fixed charge coverage ratio covenant, borrowing base reporting, limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and restricted payments. Certain provisions relating to investments, restricted payments and capital expenditures are relaxed upon meeting specified payment conditions or debt repayment conditions. On October 31, 2022, the Company and certain of its subsidiaries entered into Amendment No. 7 (the "ABL Treasury Amendment") in which the maturity date of the ABL Facility was extended to January 9, 2026 and it included a springing maturity commencing thirty days prior to the maturity of any of the Term Debt, the UST Tranche A Facility Indebtedness, or the UST Tranche B Facility Indebtedness. The amended facility has an increased capacity of $ 50 million up to $ 500 million and an interest rate of Secured Overnight Financing Rate ("SOFR") + 1.75 %. As of December 31, 2022 , our Availability under our ABL Facility was $ 47.7 million, and our Managed Accessibility was $ 6.7 million. Availability is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our $ 361.8 million of outstanding letters of credit. Our Managed Accessibility represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured as of December 31, 2022 . If eligible receivables fall below the threshold management uses to measure availability, which is 10 % of the borrowing line, the Credit Agreement governing the ABL Facility permits adjustments from eligible borrowing base cash to restricted cash prior to the applicable compliance measurement date, which for the year-end 2022 is as of January 13, 2023. Cash and cash equivalents and Managed Accessibility was $ 241.8 million as of December 31, 2022. As of December 31, 2021 , our Availability under our ABL Facility was $ 93.1 million, and our Managed Accessibility was $ 48.1 million. Cash and cash equivalents and Managed Accessibility was $ 358.8 million as of December 31, 2021. The table below summarizes cash and cash equivalents and Managed Accessibility at December 31: (in millions) 2022 2021 Cash and cash equivalents $ 235.1 $ 310.7 Less: amounts placed into restricted cash subsequent to year-end — — Managed Accessibility 6.7 48.1 Total cash and cash equivalents and Managed Accessibility $ 241.8 $ 358.8 Second Amended and Restated Contribution Deferral Agreement Pursuant to the terms of the collective bargaining agreement with the IBT, the Company’s subsidiaries began making contributions to the Funds (defined below) for the month beginning June 1, 2011 at the rate of 25 % of the contribution rate in effect on July 1, 2009. Certain of our subsidiaries are parties to the Amended and Restated Contribution Deferral Agreement (the “A&R CDA”) with certain multiemployer pension funds named therein (collectively, the “Funds”) pursuant to which we are permitted to continue to defer pension payments and deferred interest owed to such Funds as of July 22, 2011 (each, “Deferred Pension Payments” and “Deferred Interest”). The A&R CDA was last amended in January 2018 (herein referred to as the “Amended Second A&R CDA”). The Deferred Pension Payments and Deferred Interest bear interest at a floating rate as set forth in the Amended Second A&R CDA as well as annual scheduled amortization equal to 2.0 % of the amount outstanding as of November 30 of each applicable year. The Amended Second A&R CDA further provides for first lien on certain security first priority real estate collateral and a maturity date of December 31, 2022 on the Deferred Pension Payments and Deferred Interest obligations. On January 3, 2023, the outstanding balance of the A&R CDA was paid in full, and in compliance with the terms of the agreement. Maturities The principal maturities over the next five years and thereafter of total debt as of December 31, 2022 was as follows: (in millions) UST Tranche A (a) UST Tranche B Term Loan ABL Facility Second A&R Lease Financing (b) Total 2023 $ — $ — $ — $ — $ 66.0 $ 5.8 $ 71.8 2024 325.7 400.0 569.1 — — 4.4 1,299.2 2025 — — — — — 4.1 4.1 2026 — — — — — 0.6 0.6 2027 — — — — — — — Thereafter — — — — — 199.0 199.0 Total $ 325.7 $ 400.0 $ 569.1 $ — $ 66.0 $ 213.9 $ 1,574.7 (a) A portion of the applicable interest is paid-in-kind, which may impact the relevant principal maturities prospectively. (b) Lease financing obligations subsequent to 2027 of $ 199.0 million consist primarily of interest payments. Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows: December 31, 2022 December 31, 2021 (in millions) Book Value Fair Value Book Value Fair Value UST Loans $ 701.4 $ 703.6 $ 673.3 $ 636.5 Term Loan 556.8 523.6 590.9 612.9 Second A&R CDA 66.0 66.3 66.5 66.6 Lease financing obligations 213.8 213.7 223.8 223.7 Total debt $ 1,538.0 $ 1,507.2 $ 1,554.5 $ 1,539.7 The fair values of the Term Loan and Second A&R CDA were estimated based on thinly traded, but observable prices (level two inputs for fair value measurements). The fair value of the UST Loans is estimated using certain inputs that are unobservable (level three input for fair value measurement), which are based on the discounted amount of future cash flows using our current estimated incremental rate of borrowing for similar liabilities or assets. The fair value of the lease financing obligations are estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement). |