v3.26.1
Long-Term Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Long-Term Debt LONG-TERM DEBT
The Company’s long-term debt consisted of the following:
Dec. 31,
(in thousands)20252024
Term Loan Facilities$688,464 $475,000 
Revolving Credit Facilities— 30,000 
Less: Unamortized debt discount and issuance costs(51,724)(17,635)
Total debt636,740 487,365 
Less: Current portion of long-term debt— (39,500)
Total long-term-debt$636,740 $447,865 
Maturities of long-term debt for each of the next five years is as follows:
(in thousands)
2026$— 
20279,500 
20289,500 
2029669,464 
2030— 
Thereafter— 
Total$688,464 
Existing Credit Agreement
On November 4, 2024 (the “Effective Date”), Norvax (the “Borrower”) entered into the Amendment and Restatement Agreement (the “Existing Credit Agreement”) to provide for, among other provisions as further described below, a class of term loan facilities (the “New Term Loan Facility” or “Existing Term Loans”) in an aggregate principal amount equal to $475.0 million. Starting on March 31, 2025, principal repayments equal to 2.00% per annum of the initial principal balance were made in equal quarterly installments. In March 2025, the Borrower repaid $2.4 million under this facility. Prior to Amendment No. 14 (as defined and further described below), at the option of the Borrower, the Existing Term Loan Facility bore interest at either (i) ABR plus 6.50% per annum or (ii) Adjusted Term SOFR plus 7.50% per annum. To the extent not previously paid, the Existing Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on November 4, 2029.
In addition to the Existing Term Loan Facility, the Existing Credit Agreement provided for a revolving credit facility with a commitment amount of $88.5 million (the “Class A Revolving Credit Facility”) and a revolving credit facility with a commitment amount of $35.0 million (the “Class A-1 Revolving Credit Facility"). The Class A Revolving Credit Facility bore interest at either (i) ABR plus 5.50% per annum or (ii) SOFR plus 6.50% per annum. The Borrower was required to pay a commitment fee of 0.50% per annum on undrawn amounts under the Class A Revolving Credit Facility. The Class A-1 Revolving Credit Facility was to be made available to the Borrower upon the termination of the Class A Revolving Credit Facility on or prior to June 30, 2025 (which was then further extended pursuant to Amendment No. 13 and Amendment No. 14). Following the entry into Amendment No. 14, the Class A-1 Revolving Credit Facility was terminated.
Amendment No. 13
On June 30, 2025, the Borrower entered into Amendment No. 13 to the Existing Credit Agreement (“Amendment No. 13”), which modified the Existing Credit Agreement to, among other things, (i) provide that all interest payable for the Existing Term Loan Facility and Class A Revolving Credit Facility occurring on or prior to September 30, 2025 would be payable in-kind, and thus capitalized and added to the respective principal balances, (ii) waive the principal payments of the Existing Term Loan Facility on June 30, 2025 and September 30, 2025, (iii) extend the maturity date of borrowings outstanding under the Class A Revolving Credit Facility from June 30, 2025 to September 30, 2025 (which was then further extended pursuant to Amendment No. 14) and (iv) permit the Borrower to negotiate and consummate a receivables financing, securitization, receivables facility or other similar financing.
Pursuant to Amendment No. 13, the Company incurred $5.6 million in debt issuance costs which are payable in-kind, and thus capitalized and added to the outstanding principal balance. The Company paid an additional $0.4 million in debt issuance costs in cash related to Amendment No. 13. The total debt issuance costs are amortized over the life of the debt to interest expense using the effective interest method.
Amendment No. 14
On August 6, 2025, the Borrower entered into Amendment No. 14 to the Existing Credit Agreement (“Amendment No. 14”), which further amends the Existing Credit Agreement to, among other things, (i) terminate all revolving commitments under the Class A-1 Revolving Credit Facility (with no revolving loans under the Class A-1 Revolving Credit Facility being outstanding on August
6, 2025), (ii) terminate all Class A revolving commitments and extend the maturity date of the remaining Class A revolving loans outstanding to August 5, 2029 (the “Class A Loans”), (iii) permit the Borrower to pay in-kind a portion of the interest on the outstanding Existing Term Loans and Class A Loans with such loan accruing interest at a rate equal to Adjusted Term SOFR plus 8.00% per annum, of which an amount of interest equal to at least Adjusted Term SOFR plus 4.50% is payable in cash with the remainder of such interest paid in-kind and (iv) waive the principal payments of the Existing Term Loans until December 31, 2026. Following Amendment No. 14, amounts repaid or prepaid in respect of the Class A Loans may not be reborrowed. As consideration for, and as a condition to, the lenders’ entry into Amendment No. 14, on August 6, 2025, the Company issued to lenders (or their affiliates) holding Class A Loans and Existing Term Loans (for these purposes, the “Subscribers”), pro rata based on their respective holdings thereof, an aggregate of 4,766,219 shares of Class A common stock. Both the New Class A Revolving Credit Facility and the Class A-1 Revolving credit facility were terminated with Amendment No. 14 and as a result there were no outstanding balances as of December 31, 2025. As of December 31, 2024 the Company had $30.0 million outstanding under the New Class A Revolving Credit Facility and no amounts outstanding under the Class A-1 Revolving Credit Facility. The New Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility had a remaining capacity of $58.5 million and $35.0 million, respectively, as of December 31, 2024.

Superpriority Credit Agreement
On August 6, 2025 (the “Closing Date”), the Borrower entered into the Superpriority Senior Secured Credit Agreement (the “Superpriority Credit Agreement”). The Superpriority Credit Agreement governs a senior secured superpriority term loan facility in an aggregate principal amount of $115.0 million (the “Superpriority Facility”) consisting of (a) $80.0 million in new-money term loans (together, the “New Money Term Loans”), of which (i) $40.0 million was funded on the closing date (the “Initial New Money Term Loans”) and (ii) $40.0 million is available as delayed-draw term loans (the “Delayed Draw Term Loans”), and (b) $35.0 million of roll-up term loans funded on the closing date (the “Roll-Up Term Loans” and together with the New Money Term Loans, the “Superpriority Term Loans”) resulting from the cashless conversion of a corresponding amount of Class A Loans at par that were outstanding under the Existing Credit Agreement into term loans on a dollar-for-dollar basis. Provided that no default or event of default has occurred and is continuing, the Delayed Draw Term Loans will be available to the Borrower on or after October 1, 2025, with the aggregate principal amount of such loans funded prior to November 1, 2025 not to exceed $15.0 million and prior to December 1, 2025, not to exceed $30.0 million, with the full amount available thereafter. Pursuant to this agreement, the Company had drawn the full $40.0 million of the Delayed Draw Term Loans as of December 31, 2025.
The Superpriority Facility matures on August 5, 2029. The New Money Term Loans bear interest in cash, at the Borrower’s election from time to time, at either (i) Adjusted Term SOFR plus 5.50% per annum or (ii) ABR plus 4.50% per annum. The Roll-Up Term Loans bear interest and have payment and prepayment terms substantially consistent with the Class A Loans.
Additionally, the New Money Term Loans are subject to (i) a 2.00x multiple-on-invested-capital (“MOIC”), payable in cash upon partial or full repayment, prepayment, maturity or (ii) acceleration of the New Money Term Loans. The MOIC steps down to 1.75x for repayments occurring on or after January 1, 2026 but prior to April 1, 2027 and to 1.50x for repayments occurring on or after the closing date of the Superpriority Facility and prior to January 1, 2026. The MOIC payable is accrued over the term of the New Money Term Loans using the effective interest method. As of December 31, 2025, the Company had recorded a liability of $3.1 million related to the MOIC payable which is recorded in “Long-term debt, net of current portion” on the Condensed Consolidated Balance Sheets and included in the outstanding principal balance of the New Money Term Loans.
Pursuant to Amendment No. 14 and the Superpriority Credit Agreement, the Company recognized an aggregate loss on extinguishment of debt of $1.7 million. The Company recorded debt discounts of $25.1 million related to the Class A common stock issued as non-cash consideration pursuant to Amendment No. 14 and $2.4 million of closing fees payable in-kind, and thus capitalized and added to the outstanding principal balance. The Company paid an additional $8.0 million in debt issuance costs. The total debt discount and debt issuance costs are being amortized over the life of the debt to interest expense using the effective interest method.
As of December 31, 2025 and December 31, 2024, the Borrower had a principal amount of $688.5 million and $475.0 million outstanding under the Existing Term Loan Facility, respectively. The effective interest rate of the Existing Term Loan Facility was 14.43% and 12.06% as of December 31, 2025 and December 31, 2024, respectively.
As of December 31, 2025, the Company had no amounts outstanding under the class A Revolving Credit Facility. Following the entry into Amendment No. 14, revolving commitments under the Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility were terminated and amounts repaid or prepaid in respect to the Class A Loans may not be reborrowed. As of December 31, 2024, the Company had a principal amount of $30.0 million outstanding under the Class A Revolving Credit Facility and a remaining capacity of $58.5 million.
Guarantees and Security
Blizzard Midco, LLC, the Borrower and certain other subsidiaries of the Company are guarantors of the Borrower’s obligations under the Existing Credit Agreement. In addition, the obligations of the Borrower are secured by a first priority lien on
substantially all of such guarantors’ assets, including a pledge of all of the equity interests of each of their respective subsidiaries, in each case, subject to customary exceptions and limitations.
All principal, interest, premium, fees and other obligations in respect of the Superpriority Term Loans are (i) jointly and severally guaranteed by the subsidiaries of the Company that guarantee the Existing Credit Agreement, and any future material subsidiaries that execute a joinder to the guaranty and related collateral agreements and (ii) secured by a first priority lien on substantially all of the Borrower’s and the guarantors’ assets, subject to certain customary exceptions, on a senior basis to, and with payment priority senior to, all obligations outstanding under the Existing Credit Agreement on the closing date, subject to certain exceptions. In addition, pursuant to the Superpriority Credit Agreement, the Borrower is not permitted to make voluntary or mandatory prepayments of the Class A Revolving Loans and/or the Existing Term Loans, other than payment of amortization in respect of the Existing Term Loans, prior to the repayment in full, in cash, of the Superpriority Term Loan obligations.
Covenants and Other Matters
The Existing Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the Company and subsidiaries; change their fiscal year; and amend or modify governing documents. In addition, the Credit Agreement contains financial and non-financial covenants. The Company is in compliance with all covenants as of December 31, 2025.
The Existing Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Existing Credit Facilities are permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Company’s assets are restricted from distribution.
Pursuant to the Superpriority Credit Agreement, the Borrower will be required to comply with a minimum liquidity covenant of (i) $5.0 million at the end of each calendar week, commencing with the calendar week beginning October 5, 2025, (ii) $15.0 million at the end of each calendar week, commencing with the calendar week beginning March 29, 2026, (iii) $20.0 million at the end of each calendar week, commencing with the calendar week beginning June 28, 2026, and (iv) $30.0 million at the end of each calendar week, commencing with the calendar week beginning September 27, 2026 and thereafter; provided, that during any period ending during the fiscal year ending December 31, 2026 and thereafter where the last business day of any calendar week therein occurs during the month of October, November or December, minimum liquidity shall instead be $10.0 million.
The Superpriority Credit Agreement contains customary non-financial covenants consistent with the Existing Credit Agreement that limit, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. In addition, the Superpriority Credit Agreement contains a covenant pursuant to which the Borrower and its subsidiaries are restricted from pursuing certain “liability management transactions” without the consent of the lenders holding a majority of the Roll-Up Term Loans and also includes certain restrictions on future financings. The Superpriority Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document to be in full force and effect, and a change of control of the business.