v3.26.1
Long Term Debt
6 Months Ended
Jun. 30, 2026
Line of Credit Facility [Abstract]  
Long Term Debt Long Term Debt
2023 Credit Facility
On September 22, 2023, the Company and its wholly owned subsidiaries, Tucows.com Co., Ting Inc., Tucows (Delaware) Inc., Wavelo, Inc. and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers”) and certain other subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “2023 Credit Agreement”) with Bank of Montreal, as administrative agent (“BMO” or the “Agent”), and the lenders party thereto (the “Lenders”), to, among other things, provide the Borrowers with a revolving credit facility in an aggregate amount not to exceed $240 million (the “2023 Credit Facility”). The Borrowers may request an increase to the Credit Facility through new commitments of up to $60 million if the Total Funded Debt to Adjusted EBITDA Ratio (as defined in the 2023 Credit Agreement) is less than 3.75:1.00. In connection with the 2023 Credit Facility, the Company incurred $0.9 million of fees paid to the Lenders and $0.3 million of legal fees related to the debt issuance. These fees have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the 2023 Credit Agreement.
On September 8, 2025, the Borrowers entered into a one-year Extension Agreement (the “Extension Agreement”). The Extension Agreement extends the term of the 2023 Credit Agreement through September 22, 2027. The material terms of the 2023 Credit Agreement remain unchanged; however, the Extension Agreement amends certain definitions relating to the treatment of specified expenses in the calculation of Adjusted EBITDA for purposes of the Total Funded Debt to Adjusted EBITDA Ratio financial covenant. In connection with the Extension Agreement, the Company incurred $0.4 million of fees paid to the Lenders. These fees have been reflected as reduction to the carrying amount of the loan payable and will be amortized over the extended term from September 2026 to September 2027.
During the three and six months ended June 30, 2026, the Company made repayments of NIL. During the three months and six months ended June 30, 2025, the Company made repayments of NIL and $2.5 million, respectively, on the 2023 Credit Facility.
2023 Credit Facility Terms
The 2023 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The 2023 Credit Agreement requires that the Company comply with certain customary non-financial covenants and restrictions. In addition, the Company has agreed to comply with the following financial covenants: (1) a leverage ratio by maintaining at all times a Total Funded Debt to Adjusted EBITDA Ratio of not more than 3.75:1.00; and (2) an interest coverage ratio by maintaining as of the end of each rolling four financial quarter period, an Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00:1.00. The required principal repayment of $190.4 million is due in September 2027.
During the three and six months ended June 30, 2026, and June 30, 2025 the Company was in compliance with the covenants under its credit agreements in effect at the time. During the three and six months ended June 30, 2026 and June 30, 2025, the Company recognized $0.1 million, and $0.1 million, $0.1 million and $0.1 million of interest expense related to the amortization of the debt issuance costs of the 2023 Credit Facility, respectively.
Borrowings under the 2023 Credit Facility will accrue interest and standby fees based on the Company's Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:
If Total Funded Debt to EBITDA is:
Availment type or feeLess than 2.00Greater than or equal to 2.00
and less than 2.75
Greater than or equal to 2.75
and less than 3.50
Greater than or equal to 3.50
and less than 3.75
Canadian dollar borrowings based on the Canadian overnight repo rate average or U.S. dollar borrowings based on SOFR and letter of credit fees (Margin)1.50 %2.00 %2.50 %3.00 %
Canadian borrowings based on Prime Rate or Canadian or U.S. dollar borrowings based on Base Rate (Margin)0.25 %0.75 %1.25 %1.75 %
Standby fees0.30 %0.40 %0.50 %0.60 %
The following table summarizes the Tucows businesses excluding Ting's borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars):
June 30, 2026December 31, 2025
Principal$190,400 $190,400 
Less: unamortized debt discount and issuance costs(622)(869)
Syndicated Revolver, long-term portion$189,778 $189,531 
Unused Commitments and Lines of Credit

As of June 30, 2026, the 2023 Credit Facility provided for aggregate borrowings of up to $240 million, of which $190.4 million was drawn and $4.3 million was committed to letters of credit, leaving $45.3 million available for future borrowings.
See “Note 22. Subsequent Events” for the terms of a third amendment to the 2023 Credit Facility executed after the end of the quarter.