v3.25.4
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

NOTE 13—DEBT

 

On March 9, 2026, the Company refinanced its entire debt maturing in December 2026 with a New Senior Credit Facility with a new lender. Under ASC 470-10-45-14 guidance, the Company classified its existing debt as $2,733 as short term debt and $126,000 as long term debt as of December 31, 2025. Please refer to Note 22 – Subsequent Events for further discussion.

 

The Company’s debt consists of the following as of December 31, 2025 and December 31, 2024:

 

 

December 31, 2025

 

December 31, 2024

 

Term loans

$

44,000

 

$

56,000

 

Revolver

 

85,000

 

 

Less: current principal maturities

 

(3,000

)

 

(12,000

)

Less: debt issuance costs (on long-term debt)

 

 

(237

)

Long-term debt

$

126,000

 

$

43,763

 

Current portion of long-term debt

 

2,733

 

 

11,853

 

Total debt

$

128,733

 

$

55,616

 

 

Amended Credit Agreement

On December 12, 2018, Montauk Energy Holdings LLC (“MEH”) entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement (as amended, “Credit Agreement”), by and among MEH, the financial institutions from time to time party thereto as lenders and Comerica Bank, as the administrative agent, sole lead arranger and sole bookrunner (“Comerica”). The Credit Agreement (i) amended and restated in its entirety MEH’s prior revolving credit and term loan facility, dated as of August 4, 2017, as amended, with Comerica and certain other financial institutions and (ii) replaced in its entirety the prior credit agreement, dated as of August 4, 2017, as amended, between Comerica and Bowerman Power LFG, LLC, a wholly-owned subsidiary of MEH.

On March 21, 2019, MEH entered into the first amendment to the Credit Agreement which clarified a variety of terms, definitions and calculations in the Credit Agreement. The Credit Agreement requires the Company to maintain customary affirmative and negative covenants, including certain financial covenants, which are measured at the end of each fiscal quarter.

On August 28, 2019, the Company received a temporary waiver for an anticipated Event of Default (as defined in the Credit Agreement) for the consecutive three-month period ended on August 31, 2019 (the “Specified Event of Default”). The Specified Event of Default was waived through October 1, 2019.

On September 12, 2019, the Company entered into the second amendment to the Credit Agreement (the "Second Amendment"). Among other matters, the Second Amendment redefined the Fixed Charge Coverage Ratio (as defined in the Credit Agreement), reduced the commitments under the revolving credit facility to $80,000, redefined the Total Leverage Ratio (as defined in the Credit Agreement) and eliminated the RIN Floor (as defined in the Second Amendment) as an Event of Default. In connection with the

Second Amendment, the Company paid down the outstanding term loan by $38,250 and the resulting quarterly principal installments were reduced to $2,500

On January 4, 2021, the Company, Montauk Holdings Limited (“MNK”) and Montauk Holdings USA, LLC (a direct wholly-owned subsidiary of MNK at the time, “Montauk USA”) entered into a series of transactions, including an equity exchange and a distribution collectively referred to as the “Reorganization Transactions,” that resulted in the Company owning all of the assets and entities (other than Montauk USA) previously owned by Montauk USA, and Montauk Renewables became a direct wholly-owned subsidiary of MNK. In connection with the completion of the Reorganization Transactions and the IPO, the Company entered into the third amendment to the Credit Agreement (the “Third Amendment”). This amendment permitted the change of control provisions, as defined in the underlying agreement, to permit the Reorganization Transactions and the IPO to be completed.

On December 21, 2021, MEH entered into the Fourth Amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement. The current credit agreement, which is secured by a lien on substantially all assets of the Company and certain of its subsidiaries, provides for a $80,000 term loan and a $120,000 revolving credit facility. The term loan amortizes in quarterly installments of $2,000 through 2024, then increases to $3,000 from 2025 to 2026 with a final payment of $32,000 in late 2026.

The Company accounted for the Fourth amendment as both a debt modification and debt extinguishment in accordance with ASC 470, Debt (“ASC 470”). In connection with the Credit Agreement, the Company paid $2,027 in fees. Of this amount, $326 was expensed and $1,701 was capitalized and will be amortized over the life of the Credit Agreement. Amortized debt issuance expense in the amount of $391, $360 and $367 for the years ended December 31, 2025, 2024 and 2023, respectively, was recorded in interest expense in the Consolidated Statement of Operations. Unamortized debt issuance cost on the revolver was $601 and $479 as of December 31, 2025 and 2024, respectively.

On November 8, 2024, MEH entered into the Fifth Amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement. The Fifth amendment replaced the Bloomberg Short-Term Bank Yield Index Rate utilized for interest rates with the Secured Overnight Financing Rate Index ("SOFR"), plus applicable margin.

On December 31, 2025, MEH entered into the Sixth Amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement. The Sixth Amendment redefined the Total Net Leverage Ratio and accelerated the presentment of monthly unaudited financial statements to Comerica, along with the requirement of an engineering study and independent engineer's certificate as it relates to operations in North Carolina by June 3, 2026. As part of the Sixth Amendment, the Company was required to pay $515 to Comerica and the bank syndicate. Of this amount, $120 was expensed and the remainder amount was capitalized and will be amortized over the life of the Credit Agreement.

As of December 31, 2025, $44,000 and $85,000 was outstanding under the term loan and revolver, respectively. In addition, the Company had $2,571of outstanding letters of credit as of December 31, 2025. Amounts available under the revolving credit facility are reduced by any amounts outstanding under letters of credit. As of December 31, 2025, the Company’s capacity available for borrowing under the revolving credit facility was $32,429. Borrowings of the term loan and revolving credit facility bear interest at the Secured Overnight Financing Rate plus an applicable margin. Interest rates as of December 31, 2025 and 2024 were 6.44% and 6.01%, respectively.

 

As of December 31, 2025, the Company was in compliance with all applicable debt covenants related to the Credit Agreement with Comerica Bank. Please refer to Note 22 – Subsequent Events for discussion of the New Senior Credit Facility that the Company entered into on March 9, 2026.

 

Annual Maturities of Long-Term Debt

The following is a summary of annual principal maturities of long-term debt as of December 31, 2025:

 

Year ending

Amount

 

2026

 

129,000

 

Total

$

129,000