v3.25.4
Debt
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
The Company's long-term debt and short-term debt as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands). See related interest rates, pay-in-kind ("PIK") balances and other relevant details for each debt facility in the accompanying paragraphs below the tables.

Since the filing of the Chapter 11 Cases on the Petition Date, the Company ceased accruing interest on all debt with the exception of the DIP Facility. As a result, the Company did not record approximately $23.6 million of interest expense related to the 2029 Senior Notes, Second Lien Notes, Term Loan Facility, Revolving Credit Facility and Incremental Term Loan as of September 30, 2025. In connection with the Chapter 11 Cases, $1,416.7 million outstanding under our pre-petition debt (which includes our 2029 Senior Notes, Second Lien Notes, Term Loan Facility Revolving Credit Facility, and Incremental Term Loan) was reclassified to "Liabilities subject to compromise" in the unaudited condensed consolidated balance sheets as of September 30, 2025 and the corresponding unamortized debt issuance costs of $38.3 million were expensed during the three and nine months ended September 30, 2025 to "Reorganization items, net" in the unaudited condensed consolidated statements of operations.

As of September 30, 2025
Debt FacilityDate of IssuanceDate of MaturityPrincipal IssuedPrincipal Reduction Current Portion
PIK Costs/ Interest(1)
Debt Subject to CompromisePrincipal Outstanding
Pre-Petition Debt
Long-term debt
2029 Notes
8/24/202110/1/2029$500,000 $(271,165)$— $— $(228,835)$— 
Second Lien Notes(2)
3/7/202510/1/2029301,165 — — 15,058 (316,223)— 
Term Loan Facility(3)
7/1/20247/1/2031525,000 (5,250)(5,250)2,490 (516,990)— 
Total long-term debt, net(6)
$— 
Revolving Credit Facility(4)
2/3/20222/3/2027$— $— $269,000 $1,625 $(270,625)$— 
Short-term debt
Current Term Loan Facility(5)
7/1/20247/1/2031$— $— $5,250 $— $(5,250)$— 
Incremental Term Loan1/9/20251/10/202675,000 — — 3,750 (78,750)— 
Total short-term debt, net(6)
$— 
Total debt subject to compromise$1,416,673 $1,416,673 
Post-Petition Debt
DIP Facility(7)
8/22/20252/22/2026$62,500 $— $— $— $— $62,500 
As of December 31, 2024
Debt FacilityDate of IssuanceDate of MaturityPrincipal IssuedPrincipal Reduction Current Portion
PIK Costs/ Interest(1)
Debt Subject to CompromisePrincipal Outstanding
Long-term debt
2029 Notes
8/24/202110/1/2029$500,000 $— $— $— $— $500,000 
Term Loan Facility(3)
7/1/20247/1/2031525,000 (2,625)(5,250)— — 517,125 
Total long-term debt1,017,125 
Debt issuance costs, net(30,689)
Total long-term debt, net$986,436 
Revolving Credit Facility(4)
2/3/20222/3/2027$— $— $269,000 $— $— $269,000 
Short-term debt
Current Term Loan Facility(5)
7/1/20247/1/2031$— $— $5,250 $— $— $5,250 
Total short-term debt5,250 
Debt issuance costs, net— 
Total short-term debt, net$5,250 

(1)     Pursuant to Amendment No. 5 (the "Fifth Amendment") to the Credit Agreement, the Company incurred a 0.50% Consent Fee on the outstanding commitments of the consenting lenders for both its Revolving Credit Facility and its Term Loan Facility for $1.7 million and $2.5 million, respectively. The Company also incurred a 5.00% Backstop Fee on the outstanding Incremental Term Loan for $3.8 million. The Consent Fees and the Backstop Fee are payable in kind and were added to the outstanding principal balance of the respective facility. The Company elected to PIK the interest on the Consent Fee on the Revolving Credit Facility, which accrues interest at a rate of SOFR + 4.25%.

(2)     $251.0 million of Second Lien Notes were issued on March 7, 2025 and an additional $50.2 million of Second Lien Notes were issued on March 14, 2025 after receiving shareholder approval at the Special Meeting. See additional details in the Senior Unsecured Notes and Second Lien Notes section below.

(3)     The Term Loan Facility matures on the earlier of (a) July 1, 2031 and (b) July 2, 2029 if any of the Company's 2029 Notes (as defined below) remain outstanding on that date.

(4)     The Revolving Credit Facility matures on February 3, 2027, and pursuant to Amendment No. 3 (the "Third Amendment") to the Credit Agreement, the Company extended the maturity date covering $255.0 million in the aggregate principal amount of the commitments under the Revolving Credit Facility with respect to the lenders identified in the Third Amendment to February 3, 2028.

(5)     The Term Loan Facility requires principal payments of $1.3 million on a quarterly basis and accordingly, a portion of the Term Loan Facility in the amount of $5.3 million is classified as a current liability within the "Short-term debt" line item on the unaudited condensed balance sheets as of December 31, 2024. As of September 30, 2025, this balance was classified as liabilities subject to compromise in connection with the Chapter 11 Cases.

(6)     Pursuant to the Chapter 11 Cases, the value of unamortized debt issuance costs were expensed during the three and nine months ended September 30, 2025 to "Reorganization items, net" on the Company's unaudited condensed consolidated statement of operations.

(7)     The DIP Facility matures on the earliest of (a) February 22, 2026 provided that such date may be extended to May 22, 2026 with the written consent of the Required Lenders following the request by the Borrower prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court, (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code, (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement) and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party).
Senior Unsecured Notes and Second Lien Notes

Pursuant to an indenture dated November 4, 2020 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company issued $500.0 million in 5.875% senior unsecured notes due November 15, 2025 (the "2025 Notes"). The 2025 Notes were redeemed in full on July 1, 2024 prior to contractual maturity, at a redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for a total redemption of $507.3 million, plus the payment of approximately $3.8 million in accrued and unpaid interest on the 2025 Notes. As a result of the early redemption of the 2025 Notes, the Company recorded a loss on debt extinguishment of $11.8 million on the unaudited condensed consolidated statements of operations. This loss consisted of the redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for $7.3 million plus the recognition of the unamortized deferred issuance costs on the 2025 Notes for $4.5 million. The 2025 Notes were redeemed in connection with the funding of the Term Loan Facility discussed below.

Pursuant to an indenture dated August 24, 2021 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company issued $500.0 million in 5.000% senior unsecured notes due October 1, 2029 (the "2029 Notes"). The Company pays interest on the 2029 Notes semi-annually in arrears. Principal payments are not required until the maturity date, when 100.0% of the outstanding principal will be required to be repaid. Debt issuance costs of $13.5 million were incurred in relation to the issuance of the 2029 Notes and these costs were deferred and are amortized to interest expense over the term of the 2029 Notes.

Pursuant to the Fifth Amendment to the Credit Agreement dated January 9, 2025, among other things discussed in more detail in the Revolving Credit Facility section below, the Company entered into a privately negotiated exchange agreement (as amended, the “Exchange Agreement”), with holders of the Company's 2029 Notes to exchange (such exchange, the “Exchange”) up to $251.0 million principal amount of the 2029 Notes for an equivalent principal amount of second lien senior secured PIK toggle notes to be issued by the Company (the “Second Lien Notes”), pursuant to the terms and subject to the conditions set forth therein, subject to the receipt of requisite consents (such consents, the "Exit Consents") to make certain amendments to the indenture governing the 2029 Notes to permit the Exchange and remove certain other covenants. On March 7, 2025, upon receipt of the requisite Exit Consents, the Company, the guarantors party to the 2029 Notes Indenture, and Wilmington Savings Fund Society, FSB (as the successor to the Bank of New York Mellon Trust Company, N.A.), as trustee, entered into the Fifth Supplemental Notes Indenture to the 2029 Notes Indenture to effect the amendments. The Exchange was consummated and the Second Lien Notes were issued on March 7, 2025. The Second Lien Notes were issued pursuant to, and are governed by a Second Lien Notes Indenture dated as of March 7, 2025 (the "Second Lien Notes Indenture"), among the Company, the Guarantors and Ankura Trust Company, LLC, as trustee (the "Trustee") and notes collateral agent (the "Notes Collateral Agent").

In addition to the Exchange of $251.0 million of 2029 Notes for Second Lien Notes, on January 9, 2025, the Company entered into a Purchase and Exchange Agreement (the "Purchase and Exchange Agreement") with Coliseum Capital Partners, L.P., a related party, and Blackwell Partners LLC - Series A (together, the "Coliseum Investors") under which the Coliseum Investors agreed, subject to approval of the Company's stockholders, (a) to purchase (the “Purchase”) $30.0 million in aggregate principal amount of the Company's Second Lien Notes and (b) to exchange approximately $20.2 million in aggregate principal amount of the Company’s 2029 Notes held by the Coliseum Investors for an equivalent principal amount of the Second Lien Notes (the “Coliseum Exchange” and, together with the Purchase, the “Coliseum Transactions”). The Coliseum Transactions were approved during the Special Meeting of Stockholders held on March 13, 2025. On March 14, 2025, the Company, the Guarantors, the Trustee and the Notes Collateral Agent entered into a supplemental indenture (the "First Supplemental Indenture") to the Second Lien Notes Indenture, pursuant to which the Company issued $50.2 million of Second Lien Notes to the Coliseum Investors. The Exchange and the Coliseum Transactions were treated as a debt modification and third party fees of $2.5 million were expensed as incurred.

The Second Lien Notes are the Company’s senior, secured obligations and will accrue interest at a rate of, at the Company’s election, subject to certain conditions, (i) 5.000% per annum, if interest is paid in cash, and (ii) 10.000% per annum, if interest is paid-in-kind. In each case, interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. Interest will be paid in kind by increasing the aggregate principal amount of one or more outstanding global notes representing the Second Lien Notes, or issuing additional Second Lien Notes, calculated based on the then outstanding principal of the Second Lien Notes. The Company will not be permitted to pay interest in kind in any interest period if the Company’s Liquidity (as defined in, and calculated in accordance with, the Second Lien Notes Indenture) is greater than $100.0 million on any applicable record date occurring on and after March 15, 2026, for any such interest period. The Second Lien Notes are fully and unconditionally guaranteed by the Guarantors and rank equal in right of payment with all of the Company’s and each Guarantor’s existing and future senior indebtedness, including indebtedness under the Credit Agreement. The Second Lien Notes and the related guarantees are secured on a second-priority basis, subject to permitted liens, by security interests on substantially all of the assets and properties of the Company and the Guarantors, which assets and properties also secure the indebtedness under the Credit Agreement on a first-priority basis. The Second Lien Notes will mature on October 1, 2029.
The Second Lien Notes Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of its subsidiaries to, among other things, incur additional indebtedness; make certain investments; create or incur certain liens; enter into certain transactions with affiliates; merge, consolidate, amalgamate or transfer substantially all of its assets; agree to dividend or other payment restrictions affecting its subsidiaries; and transfer or sell assets, including capital stock of its subsidiaries. These covenants, however, are subject to a number of important exceptions and qualifications. The Company may redeem the Second Lien Notes, in whole or in part, at any time, at the redemption prices set forth in the Second Lien Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

As of the date of the Exchange and the Coliseum Transactions, the principal balance of the 2029 Notes was reduced to $228.8 million from the principal balance of $500.0 million as of December 31, 2024 and the principal balance of the Second Lien Notes was $301.2 million, which includes $15.1 million of PIK interest related to the Company's election to make its initial interest payment for the interest period from October 1, 2024 through March 31, 2025 as PIK in lieu of a cash payment. Also as of the date of the Exchange and Coliseum Transactions, the remaining unamortized debt issuance costs of $8.3 million on the 2029 Notes were bifurcated and allocated ratably between the 2029 Notes and the Second Lien Notes, of which $3.8 million of unamortized deferred financing costs were allocated to the 2029 Notes and $4.5 million of unamortized deferred financing costs were allocated to the Second Lien Notes. As a result of the Chapter 11 Cases, the outstanding principal balances of $228.8 million related to the 2029 Notes and of $301.2 million related to the Second Lien Notes were classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the 2029 Notes and the Second Lien Notes were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. The fair value of the 2029 Notes as of December 31, 2024 was $294.2 million and was determined based on quoted prices in active markets, and therefore designated as Level 1 within the fair value hierarchy.

The indenture governing the 2029 Notes also contains a cross-default provision in the event any of the Company’s other indebtedness having a principal amount that aggregates $50.0 million or more is accelerated prior to its express maturity. Pursuant to the Fifth Amendment to the Credit Agreement, the Company was granted covenant relief in the form of a covenant holiday for the fourth quarter of 2024 through and including the second fiscal quarter of 2025, however the covenants were reinstated for the third fiscal quarter of 2025. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under its Senior Unsecured Notes and Second Lien Notes, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Revolving Credit Facility

The Company is a party to the amended and restated credit agreement, dated as of February 3, 2022 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and an issuing bank, Wells Fargo Bank, National Association, as an issuing bank, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents, Deutsche Bank AG New York Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and the other lenders party thereto. The Credit Agreement provides the Company with a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $325.0 million and sublimits for swingline loans, letters of credit and alternative currency loans in amounts of up to $25.0 million, $60.0 million and $75.0 million, respectively. The Revolving Credit Facility under the Credit Agreement was scheduled to mature on February 3, 2027 and the proceeds that may be drawn under the Revolving Credit Facility from time to time prior to maturity may be used (i) to finance working capital needs of the Company and its subsidiaries and (ii) for general corporate purposes of the Company and its subsidiaries (including to finance capital expenditures, permitted acquisitions and investments). Pursuant to the Third Amendment to the Credit Agreement dated July 1, 2024, with respect to the lenders identified in the Third Amendment, the Company extended the maturity date covering $255.0 million in the aggregate principal amount of the commitments under the Revolving Credit Facility to February 3, 2028.

On January 9, 2025, the Company entered into the Fifth Amendment to its Credit Agreement, which, among other things, (i) amended the interest rate on the existing Revolving Credit Facility commitments under the Credit Agreement to a SOFR-based benchmark plus 4.25%, with a 1.00% SOFR Floor, (ii) amended the 2.0% default rate under the Credit Agreement so that it applies on all obligations upon the election of the administrative agent at the direction of the Required Lenders if an event of default has occurred and continuing and automatically if a specified event of default has occurred and is continuing, (iii) amended the Term Loan Facility maturity date to spring to July 2, 2029 if the second lien senior secured PIK toggle notes remain outstanding as of such date, (iv) included enhanced reporting requirements, and (v) eliminated or reduced certain baskets, which included the elimination of reinvestment rights with respect to certain asset sales and reduction of the de minimis exception for certain asset sale prepayments to $5.0 million.
Consenting lenders also agreed to provide financial covenant relief in the form of (i) a covenant holiday with respect to the maximum net leverage ratio and interest coverage ratio from the fourth fiscal quarter of 2024 through and including the second fiscal quarter of 2025, (ii) resetting the maximum total net leverage ratio covenant to 6.75:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025 and (iii) resetting the minimum interest coverage ratio to 1.65:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025. The Company will also be required to maintain minimum liquidity of $25.0 million pursuant to the terms of the amended minimum liquidity covenant in the Credit Agreement, which will be tested each week through the week ending April 11, 2025, each month through the month ending June 30, 2025 and, thereafter, each fiscal quarter. In addition, the Company will be subject to a cash variance compliance test with respect to aggregate disbursements and aggregate receipts, subject to customary cures.

Interest on the outstanding principal amount of the loans under the Revolving Credit Facility accrues at a per annum rate equal to the Alternate Base Rate, the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted Daily Simple SONIA Rate, as applicable and each as defined in the amended Credit Agreement, in each case, plus an applicable margin. With respect to the loans under the Revolving Credit Facility at any time on or after the effective date of the Fifth Amendment, the applicable margin is 4.25% in the case of RFR loans, as defined in the amended Credit Agreement and 3.25% in the case of the Alternate Base Rate loans, as defined in the amended Credit Agreement. Interest on the loans is payable quarterly in arrears in the case of Alternate Base Rate loans. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of the Revolving Credit Facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under each outstanding letter of credit. The commitment fee and letter of credit fee are 0.50% and 4.25%, respectively. For the three months ended September 30, 2025 and 2024, the Company paid quarterly commitment fees and letter of credit fees of $0.6 million and $0.6 million, respectively and for the nine months ended September 30, 2025 and 2024, the Company paid quarterly commitment fees and letter of credit fees of $1.9 million and $1.7 million, respectively.

As a result of the Chapter 11 Cases, the outstanding principal balance of $270.6 million under the Revolving Credit Facility, which was comprised of $269.0 million of short-term borrowings outstanding and $1.6 million of the PIK Consent Fee, and the related accrued interest was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. The Company also had $55.6 million of outstanding letters of credit under this Facility as of September 30, 2025. Also as a result of the Chapter 11 Cases, all unamortized debt issuance costs for the Revolving Credit Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. As of December 31, 2024, the Company had $269.0 million of short-term borrowings outstanding under the Revolving Credit Facility and had $55.6 million of outstanding letters of credit under this Facility.

The Company’s obligations under the Revolving Credit Facility are guaranteed by all of the Company’s present and future material domestic subsidiaries, excluding certain material domestic subsidiaries that are excluded from being guarantors pursuant to the terms of the amended Credit Agreement. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Revolving Credit Facility are secured by a first priority lien on substantially all of the Company’s or such guarantor’s respective assets. If an event of default occurs, the required lenders may cause the administrative agent to declare all unpaid principal and any accrued and unpaid interest and all fees and expenses under the Revolving Credit Facility to be immediately due and payable. All amounts outstanding under the Revolving Credit Facility will automatically become due and payable upon the commencement of any bankruptcy, insolvency or similar proceedings. The amended Credit Agreement, as it relates to the Revolving Credit Facility, also contains a cross-default to any of the Company’s indebtedness having a principal amount in excess of $40.0 million. Pursuant to the Fifth Amendment to the Credit Agreement, the Company was granted covenant relief in the form of a covenant holiday for the fourth quarter of 2024 through and including the second fiscal quarter of 2025, however, for the quarter ended September 30, 2025, the Total Net Leverage Ratio covenant returned to 6.75:1.00 and the minimum Interest Coverage Ratio returned to 1.65:1.00 . As the Term Loan Facility and the Incremental Term Loan, discussed below, are subject to the provisions of the Credit Agreement, the covenants also apply to these facilities. The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company's obligations under its Revolving Credit Facility, Term Loan Facility and Incremental Term Loan, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Term Loan Facility

On July 1, 2024, the Company, pursuant to the Third Amendment, established a new term loan facility (the "Term Loan Facility") in the aggregate principal amount of $525.0 million with the Term Loan Facility lenders named therein. The proceeds of the Term Loan Facility were used to (i) redeem the Company's $500.0 million, 5.875% senior unsecured notes due November 15, 2025 (the "2025 Notes"), (ii) repay a portion of the Revolving Credit Facility outstanding immediately prior to the effective date of the Third Amendment, and (iii) pay fees and expenses associated with such transactions. The Company paid approximately $26.9 million of deferred issuance costs with respect to the Term Loan Facility, including the $2.5 million paid in kind Consent Fee discussed above.
The Term Loan Facility matures on the earlier of (a) July 1, 2031 and (b) July 2, 2029 if any of the Company's 2029 Notes remain outstanding on that date. Principal payments on the Term Loan Facility are required on a quarterly basis, commencing with the quarter ended September 30, 2024, in the amount equal to 0.25% of the aggregate principal amount of the Term Loan Facility outstanding on the date of issuance. All unpaid amounts of the Term Loan Facility shall be paid in full on the maturity date. The Term Loan Facility requires annual prepayments of a percentage of Excess Cash Flow (as defined in the amended Credit Agreement); commencing with the year ending December 31, 2025 as follows: (i) 75.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 4.40:1.00, (ii) 50.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 3.90:1:00, but less than or equal to 4.40:1.00, (iii) 25.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 3.40:1.00, but less than or equal to 3.90:1.00, and (iv) 0.0% if the Total Net Leverage Ratio as of the last day of such period was less than or equal to 3.40:1.00. The Term Loan Facility also requires mandatory prepayments in the event of certain asset dispositions or casualty events. In addition, the Term Loan Facility is subject to a prepayment premium for the first six months after entering into the Third Amendment in the event of any repricing transaction.

Interest on the Term Loan Facility is generally payable quarterly, in arrears, on the outstanding principal amount of the Term Loan Facility at the following rates for the interest period in effect for such borrowing: (i) a SOFR-based benchmark plus 4.75% or (ii) a prime rate (or other alternate base rate) benchmark plus 3.75% in the case of ABR Loans (as such terms are defined in the amended Credit Agreement).

As a result of the Chapter 11 Cases, the outstanding principal balance of $522.2 million, comprised of $519.7 million of both short-term and long-term portions of the Term Loan Facility plus $2.5 million of the PIK Consent Fee and the related accrued interest was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the Term Loan Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. The fair value of the Term Loan Facility as of December 31, 2024 was $500.2 million and was determined based on broker quotes and is therefore designated as Level 2 within the fair value hierarchy.

The Term Loan Facility is subject to customary representations and warranties, affirmative and negative covenants, and events of default, as defined in the amended Credit Agreement. The amended Credit Agreement, as it relates to the Term Loan Facility, also contains a cross-default to any of the Company’s indebtedness having a principal amount in excess of $40.0 million.

Incremental Term Loan

On January 9, 2025, the Company, pursuant to the Fifth Amendment to the Credit Agreement, established an incremental term loan facility in an aggregate principal amount of $75.0 million (the “Incremental Term Loan”). Interest on the Incremental Term Loan is generally payable quarterly, in arrears, on the outstanding principal amount of the Incremental Term Loan at the following rates: (i) a SOFR-based benchmark plus 7.50%, or (ii) a prime rate (or other alternate base rate) benchmark plus 6.50% in the case of ABR Loans (as such terms are defined in the amended Credit Agreement). The Incremental Term Loan has a maturity of January 10, 2026 and original issue discount of 2 points. The Company has the option to prepay the Incremental Term Loan, in whole or in part, at any time prior to the maturity date, subject to a prepayment fee equal to the present value of all scheduled interest payments on the fully committed amount that would accrue through the maturity date calculated based on a discount rate equal to the treasury rate plus 50 basis points. The proceeds of the Incremental Term Loan are required to be deposited in a collateral account subject to a blocked account control agreement in favor of the administrative agent and may be disbursed subject to delivery of a disbursement request, no default or event of default, the representations and warranties in Article II of the Credit Agreement being true and correct in all material respects and receipt by the administrative agent and lenders of reimbursement for invoiced expenses. The Incremental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its subsidiaries.

Debt issuance costs related to the Incremental Term Loan of $13.1 million, including the $3.8 million PIK Backstop Fee discussed above, were incurred and these costs were deferred and are amortized to interest cost over the term of the Incremental Term Loan. As a result of the Chapter 11 Cases, the outstanding principal balance of $78.8 million, comprised of $75.0 million of outstanding principal plus $3.8 million of PIK Backstop fees was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the Incremental Term Loan were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.
DIP Credit Agreement

In connection with the Chapter 11 Cases, the Company and certain of its subsidiaries (the "Debtors"), entered into a Superpriority Secured Debtor In Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders named therein (the “DIP Lenders”) and Wilmington Trust, N.A. as administrative agent and collateral agent. Pursuant to the DIP Credit Agreement, the Lenders have agreed, upon the terms and conditions set forth therein, to make available a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”), consisting of providing an initial draw of up to $62.5 million in new money term loans following entry of an interim order and a subsequent draw of up to $37.5 million in new money term loans upon entry of a final order. Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors’ assets and is used to fund working capital and certain permitted administrative expenses of the Debtors during the pendency of the Chapter 11 Cases and to make certain other payments and for other general corporate purposes, in each case in accordance with the terms of the DIP Credit Agreement.

The DIP Facility matures on the earliest to occur of: (a) the six month anniversary of the Closing Date (as defined in the DIP Credit Agreement); provided that such date may be extended to the nine month anniversary of the Closing Date 2026 with the written consent of the Required DIP Lenders (as defined in the DIP Credit Agreement) following the request by the Borrower (as defined in the DIP Credit Agreement) prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court; (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement); and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party) (as each of such terms is defined in the DIP Credit Agreement). The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of the reorganized Debtors’ pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments.

The DIP Credit Agreement contains various customary representations, warranties and covenants of the Debtors including customary negative covenants for debtor-in-possession loan agreements of this type. These negative covenants restrict the Debtors ability to, among other things, incur additional indebtedness, create liens on assets, engage in mergers, consolidations, sales of assets and dispositions, make investments, loans, advances, guarantees, or acquisitions. The DIP Credit Agreement also includes representations and warranties, mandatory prepayments, affirmative covenants and events of default customary for financings of this type. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code, and certain other events related to the impairment of the DIP Lenders’ rights or liens granted under the DIP Credit Agreement.

Debt issuance costs related to the DIP Facility of $3.9 million were expensed as incurred to "Reorganization items, net" on the unaudited statement of operations as of September 30, 2025. Due to the proximity to the date of issuance on August 22, 2025, the carrying value of the DIP Facility as of September 30, 2025 approximated the fair value.