| Repricing Premium · Call Protection | 1.00% premium on principal amount repaid/amended within 6 months of Amendment No. 1 Effective Date | market 1% vs call protection median 1% (n=12) | source ↗ |
| Limitation on Indebtedness – 2025-I Senior Notes Indenture Cap · Debt Incurrence | Aggregate principal amount not to exceed $2,750,000,000 | loose $2.75bn vs debt incurrence median $875m (n=7) | source ↗ |
| Limitation on Indebtedness – 2024 Senior Notes Indenture Cap · Debt Incurrence | Aggregate principal amount not to exceed $800,000,000 | market $800m vs debt incurrence median $875m (n=7) | source ↗ |
| Limitation on Indebtedness – 2025-II Senior Notes Indenture Cap · Debt Incurrence | Aggregate principal amount not to exceed $1,200,000,000 | loose $1.2bn vs debt incurrence median $875m (n=7) | source ↗ |
| Limitation on Indebtedness – 2019 Senior Notes Indenture Cap · Debt Incurrence | Aggregate principal amount not to exceed $1,200,000,000 | loose $1.2bn vs debt incurrence median $875m (n=7) | source ↗ |
| EBITDA Add-back Cap – Restructuring Charges and Synergies · EBITDA Definition | Aggregate of restructuring charges and cost savings/synergies add-backs not to exceed 20% of Consolidated EBITDA for any period | market 20% vs ebitda definition median 20% (n=6) | source ↗ |
| Limitation on Indebtedness – General Incurrence Test · Debt Incurrence | Fixed Charge Coverage Ratio at least 2.00:1.00 on pro forma basis | | source ↗ |
| Limitation on Restricted Payments – Total Leverage Ratio Basket · Restricted Payments | Total Indebtedness Leverage Ratio not to exceed 3.00:1.00 after giving effect to such Restricted Payment | tight 3x vs leverage median 4x (n=99) | source ↗ |
| Limitation on Indebtedness – Equipment/Capital Lease/Purchase Money · Debt Incurrence | Greater of $1,400,000,000 and 15.5% of Consolidated Tangible Assets | | source ↗ |
| Limitation on Liens – Senior Secured Leverage Test · Liens | Senior Secured Indebtedness Leverage Ratio not to exceed 3.00:1.00 | tight 3x vs leverage median 4x (n=99) | source ↗ |
| Asset Disposition – Cash Consideration Requirement · Asset Dispositions | At least 75% of consideration must be cash or Cash Equivalents for dispositions exceeding $120,000,000 | | source ↗ |
| Transactions with Affiliates – Threshold · Affiliate Transactions | Transactions in excess of $60,000,000 must be on arm's-length terms | | source ↗ |
| Limitation on Restricted Payments – Market Cap Basket · Restricted Payments | 6.0% of Market Capitalization per fiscal year | tight 6% vs basket median 20% (n=122) | source ↗ |
| Limitation on Restricted Payments – General Basket · Restricted Payments | Greater of $180,000,000 and 2% of Consolidated Tangible Assets in aggregate during the term | tight 2% vs basket median 20% (n=122) | source ↗ |
| Limitation on Indebtedness – General Basket · Debt Incurrence | Greater of $900,000,000 and 10.0% of Consolidated Tangible Assets | tight 10% vs basket median 20% (n=122) | source ↗ |
| Limitation on Liens – General Basket · Liens | Greater of $900,000,000 and 10.0% of Consolidated Tangible Assets | tight 10% vs basket median 20% (n=122) | source ↗ |
| Available Incremental Amount – Fixed Basket · Incremental Debt | Greater of $1,780,000,000 and 20% of Consolidated Tangible Assets (plus other components) | market 20% vs basket median 20% (n=122) | source ↗ |
| Fixed Charge Coverage Ratio – Incremental Unsecured Test · Financial Covenant / Incurrence | No less than 2.00:1.00 | market 2x vs coverage median 1.7x (n=40) | source ↗ |
| Unrestricted Subsidiary Designation – Fixed Charge Coverage Ratio Test · Restricted/Unrestricted Subsidiary | Fixed Charge Coverage Ratio no less than 2.00:1.00 on pro forma basis at time of designation | market 2x vs coverage median 1.7x (n=40) | source ↗ |
| Senior Secured Indebtedness Leverage Ratio – Incremental Secured Test · Financial Covenant / Incurrence | No greater than 3.00:1.00 | tight 3x vs leverage median 4x (n=99) | source ↗ |
| Applicable Margin – Amendment No. 1 Term Loans (Term SOFR) · Pricing | 1.75% per annum | market 1.75% vs pricing median 1.375% (n=38) | source ↗ |