v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt

7. Debt

The Company's current facilities include the following:

(i) $305,000 senior secured revolving credit facility (the “Revolving Credit Facility”);

(ii) $1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $628,000 and incremental $390,000 facility);

(iii) €710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original €435,000 and an incremental €275,000 facility); and

(iv) $400,000 aggregate principal amount of USD secured notes and €435,000 aggregate principal amount of EUR secured notes (“Secured Notes”).

The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the quarter. As of March 31, 2026 and December 31, 2025, $123,832 and $226,184, respectively, was drawn down on the Revolving Credit Facility.

Line of Credit

The Company has a Line of Credit of $75,000 which is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance of $74,000.

The key terms of these facilities are as follows:

 

Facility

 

Currency

 

Interest Rate (1)

 

Effective Interest Rate (2)

 

Facility
Maturity
Date

 

Principal
Outstanding
as of March 31, 2026 (Local
Currency)

 

 

Principal
Outstanding at
March 31,
2026 (USD)

 

Term Loan Facility (USD) (3)

 

USD

 

USD SOFR (6) + 0.11%(4) + 2.75%
(0.5% floor)

 

8.0%

 

Jun-28

 

$

816,136

 

 

$

816,136

 

Term Loan Facility (EUR) (5)

 

EUR

 

EURIBOR + 3.00% (0% floor)

 

6.4%

 

Jun-28

 

 

586,281

 

 

 

677,312

 

Secured Loan Notes (EUR)

 

EUR

 

3.00%

 

3.2%

 

Jun-29

 

 

421,362

 

 

 

486,786

 

Secured Loan Notes (USD)

 

USD

 

4.00%

 

4.2%

 

Jun-29

 

 

337,206

 

 

 

337,206

 

Revolving Credit Facility (USD)

 

USD

 

BASE + 0.10%(4) + 2.25%
(0% floor)

 

6.0%

 

Dec-27

 

 

73,000

 

 

 

73,000

 

Revolving Credit Facility (EUR)

 

EUR

 

BASE + 2.25% (0% floor)

 

4.2%

 

Dec-27

 

 

44,000

 

 

 

50,832

 

Line of Credit

 

USD

 

Term SOFR (6) + 2.70%

 

6.5%

 

Jul-27

 

 

74,000

 

 

 

74,000

 

Total Principal Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

$

2,515,272

 

 

(1)
For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0% and 0.5% applies, respectively.
(2)
The effective interest rate is as of March 31, 2026.
(3)
Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities.
(4)
Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR.
(5)
Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities.
(6)
The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited.

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Principal Outstanding

 

$

2,515,272

 

 

$

2,639,448

 

Unamortized debt issuance cost

 

 

(21,841

)

 

 

(24,220

)

Total

 

 

2,493,431

 

 

 

2,615,228

 

Short-term debt

 

 

10,190

 

 

 

10,190

 

Non-current debt

 

$

2,483,241

 

 

$

2,605,038

 

 

For the three months ended March 31, 2026 and 2025, interest expense, including amortization of deferred debt issuance cost, was $33,846 and $33,673, respectively.

 

Maturity requirements on debt as of March 31, 2026 by year are as follows:

 

Remainder 2026

 

$

7,642

 

2027

 

 

208,022

 

2028

 

 

1,475,616

 

2029

 

 

823,992

 

Total

 

$

2,515,272

 

 

During the three months ended March 31, 2026 and 2025, the Company made principal payments of $2,547 under its Term Loan Facility. In addition, during the three months ended March 31, 2025 the Company made voluntary prepayments of $20,292 under its Term Loan Facility.

 

Compliance with Covenants

 

The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the debt agreement. The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40% at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months ("LTM") EBITDA, as defined in the Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period.

 

In addition, the Company’s Line of Credit requires us to maintain certain financial covenants for Paysafe Payment Processing Services LLC (“PPPS”), including a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 (or 1.25 to 1.00 on an adjusted basis), a leverage ratio not to exceed 2:00 to 1:00 and minimum liquidity of $3,000. “Fixed Charge Coverage Ratio” as defined in the agreement and in relation to PPPS means (a) EBITDA less (i) non-financed capital expenditures, (ii) tax payments, and (iii) certain restricted payments, divided by (b) the sum of (i) scheduled principal payments on funded debt, (ii) principal payments in respect of certain intercompany indebtedness , and (iii) interest expense.

 

The Company was in compliance with its covenants as of the date of issuance of these unaudited condensed consolidated financial statements.

Letters of Credit

As of March 31, 2026 and December 31, 2025, the Company had issued approximately $152,400 and $153,328, letters of credit, respectively, for use in the ordinary course of business. As of March 31, 2026 and December 31, 2025, the Company held $20,000 as collateral in connection with a letter of credit issued to Paysafe. Under the terms of the arrangement, the release and use of these funds are subject to the consent of the issuing bank; accordingly, the balance is classified as restricted cash within "Customer accounts and other received cash, net."