Long-Term Debt

6 Months Ended

Jun. 30, 2025

Note 11. Long-Term Debt

Long-term debt consisted of the following as of:


	June 30,		December 31,
	2025		2024
	(in thousands)

Term note with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 2.50% (6.82681% at June 30, 2025) quarterly principal payments of 0.25% of original principal balance with balloon payment due July 2028 (1)	$	529,375	$	532,125
Revolver with interest payable monthly, interest rate at Adjusted SOFR, plus an applicable margin of 2.50% (6.93677% at June 30, 2025), and outstanding balance due January 2028 (1)	—		—
Principal debt	529,375		532,125
Deferred financing costs on long-term debt	(2,627)		(3,069)
Discount on long-term debt	(954)		(1,114)
Total debt	525,794		527,942
Less current maturities	5,500		5,500
Long-term portion	$	520,294	$	522,442

(1) See Note 20. Subsequent Event for additional information on the July 29, 2025 amendment to refinance and extend the maturity date.

The Company is party to a credit agreement, as amended, that provides for one term loan in the aggregate principal amount of $533.5 million (the “Term Loan”), a revolver with a capacity of $155.0 million (the “Revolver”) and a sub-limit of the Revolver available for letters of credit up to an aggregate face amount of $20.0 million as of June 30, 2025. These debt arrangements are collectively referred to herein as the “Credit Facilities”.

Effective as of July 1, 2023, borrowings under the Credit Facilities bear interest at the Company’s option at Alternative Base Rate (“ABR”) plus an applicable rate, or at a forward-looking term rate based upon the secured overnight financing rate (“SOFR”), plus (i) (a) with respect to the Term Loan, credit spread adjustments of 0.11448%, 0.26161%, 0.42826% and 0.71513% for interest periods of one, three, six and twelve months, respectively, and (b) with respect to revolving loans, a credit spread adjustment of 0.0% (“Adjusted SOFR”) plus (ii) an applicable rate, in each case with such applicable rate based on the Company’s first lien net leverage ratio. The ABR represents the highest of the prime rate, Federal Reserve Bank of New York rate plus ½ of 1%, and the Adjusted SOFR for a one month interest period plus 1.0%.

On December 13, 2024, the Company entered into an amendment (the “Amendment”) to the Credit Facilities to reduce the applicable margin and remove the credit spread adjustment from the existing Term Loan in their entirety in an aggregate principal amount of $533.5 million. Following the Amendment, the Term Loan bears interest, at the borrower’s election, at (x) a forward-looking term rate based upon SOFR plus an applicable margin of 2.50%, with a minimum forward-looking SOFR rate 0.50% or (y) ABR plus an applicable margin of 1.50%, with a minimum ABR of 1.50%, in each case, with no step-downs. The credit spread adjustment was removed in connection with the Amendment. The refinanced Term Loan priced at par and refinanced the existing term loan outstanding under the Credit Agreement immediately prior to giving effect to the Amendment.

Effective as of June 10, 2025, the Company entered into an additional amendment to the Credit Facilities to reduce the commitments outstanding under the Revolver, extend the maturity of a portion of such commitments and reduce the applicable margin with respect to extended revolving loans. As a result of the amendment, commitments under the Revolver were reduced to from $190.0 million to $155.0 million. With respect to $125.0 million of such commitments, (i) the maturity date was extended to January 6, 2028 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.50% and (y) Alternate Base Rate loans was reduced to 1.50%, in each case, subject to a single 0.25% step-down based on the Company’s first lien net leverage ratio. With respect to the remaining $30.0 million of such commitments, (i) the maturity date remains July 6, 2026 and (ii) the applicable margin was unchanged.

The Company determines the fair value of long-term debt based on trading prices for its debt if available. As of June 30, 2025, the Company obtained trading prices for the term notes outstanding. However, as such trading prices require significant unobservable inputs to the pricing model, such instruments are classified as Level 2. The fair value amounts were approximately $531.4 million and $537.4 million as of June 30, 2025 and December 31, 2024, respectively.

The Company has entered into the following interest rate swap agreements in connection with its Credit Facilities to convert a portion of the floating rate component of the Term Loan from a floating rate to fixed rate:

Effective

Expiration

Fixed Interest

Notional

Asset (Liability) Fair Value at

Swap

Date

Rate

Amount

June 30, 2025

(in thousands)

Initial Swap

October 31, 2022

October 31, 2027

4.212

200,000

(3,511)

Second Swap

March 31, 2023

October 31, 2027

3.951

100,000

(1,165)

Third Swap

September 20, 2024

October 31, 2027

3.395

125,000

165

The Swap Agreements are accounted for as derivatives whereby the fair value of each contract is reported within the unaudited condensed consolidated balance sheets, and related gains or losses resulting from changes in the fair value are reported in interest and other expense, net, on the unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2025 the fair value of the Initial and Second Swaps were a liability of $4.7 million, while the fair value of the Third Swap was an asset of $0.2 million, which are reported in other non-current liabilities and other non-current assets, respectively, on the unaudited condensed consolidated balance sheets. The related gains and losses resulting from changes in fair value was a loss of $2.2 million and a gain $1.0 million during the three months ended June 30, 2025 and 2024, respectively, and a loss of $6.0 million and a gain of $5.8 million during the six months ended June 30, 2025 and 2024, respectively.

The Company’s Credit Facilities are subject to certain financial and nonfinancial covenants and are secured by substantially all assets of the Company. As of June 30, 2025, the Company was in compliance with all of its covenants.

Aggregate maturities of the Company’s debt for the years ending December 31 are as follows as of June 30, 2025 (in thousands):


Year ending December 31:
2025 (remainder of year)	$	2,750
2026	5,500
2027	5,500
2028	515,625

Thereafter	—
Total aggregate maturities of the Company’s debt	$	529,375

EverCommerce Inc. 10-Q