v3.26.1
DEBT & AVAILABLE FACILITIES
6 Months Ended
Jun. 30, 2026
DEBT & AVAILABLE FACILITIES  
LONG TERM DEBT & AVAILABLE FACILITIES

NOTE 10—DEBT & AVAILABLE FACILITIES

Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s debt structure discussed below. The Company was in compliance with all debt related covenants as of December 31, 2025.

During the six months ended June 30, 2026, the Company entered into certain amendments and limited waivers with lenders under certain of its credit facilities and elected not to make certain interest payments. The Company's failure to make certain interest payments constituted events of default under certain credit agreements and debt instruments and resulted in the related obligations becoming immediately due and payable; however, following the Petition Date, enforcement of such obligations became subject to the automatic stay provisions of the Bankruptcy Code. As a result, as of June 30, 2026, substantially all prepetition indebtedness was reclassified to “Liabilities subject to compromise” on the condensed consolidated balance sheet, in accordance with ASC 852, Reorganizations.

The Company continues to engage with its financial stakeholders regarding implementation of the Chapter 11 Restructuring Transactions. The timing and outcome of the Chapter 11 Cases, including confirmation and consummation of the Plan, remain subject to significant risks and uncertainties. Refer to Note 1, Current Bankruptcy Proceedings, for additional information regarding the Chapter 11 Cases and the Company's restructuring process.

As of June 30, 2026 and December 31, 2025, outstanding debt facilities consisted of the following:

June 30, 2026

  ​ ​

Effective Interest Rate as of June 30, 2026 (1)

  ​ ​

Maturity Date

  ​ ​

Par Value

  ​ ​

Unamortized Debt Premium and (Discount) (2)

  ​ ​

Carrying Value

  ​ ​

Unamortized Deferred Financing Fees (3)

  ​ ​ ​

Total Debt, Less Unamortized Deferred Financing Fees

Debtor-in-Possession Financing Facilities (6)

OpCo DIP Facility

12.758%

May 2027

$

279.9

$

$

279.9

$

$

279.9

Super HoldCo DIP Facility

6.008%

May 2027

163.3

163.3

163.3

2026 AR Facility (5)

Various

May 2027

144.7

144.7

144.7

Prepetition debtor financing

2028 Refinance Term Loans

12.169%

May 2028

1,161.2

1,161.2

1,161.2

2028 Term Loan B

7.939%

May 2028

716.3

716.3

716.3

OpCo Super-Priority Revolver (4)

Various

February 2028

164.1

164.1

164.1

2029 Refinance Senior Notes

7.625%

May 2029

391.0

391.0

391.0

Other indebtedness

Various

Various

3.6

3.6

3.6

Total debt

$

3,024.1

$

$

3,024.1

$

$

3,024.1

Less: current portion (8)

(589.6)

Liabilities Subject to Compromise (9)

(2,432.6)

Total long-term debt, net of unamortized deferred financing fees

$

1.9

December 31, 2025

  ​ ​

Interest Rate as of
December 31, 2025

  ​ ​

Maturity Date

  ​ ​

Par Value

  ​ ​

Unamortized Debt Premium and (Discount) (2)

  ​ ​

Carrying Value

  ​ ​

Unamortized Deferred Financing Fees (3)

  ​ ​ ​

Total Debt, Less Unamortized Deferred Financing Fees

Accounts Receivable Securitization Facility (7)

Various

January 2028

$

118.0

$

$

118.0

$

$

118.0

2028 Refinance Term Loans

12.412%

May 2028

1,256.6

(18.7)

1,237.9

(17.4)

1,220.5

2029 Refinance Senior
Notes

7.625%

May 2029

388.6

53.0

441.6

(22.1)

419.5

Senior Credit Facility

2028 Term Loan B

6.584%

May 2028

716.3

(1.3)

715.0

(6.5)

708.5

OpCo Super-Priority Revolver

Various

February 2028

75.0

75.0

75.0

Other indebtedness

Various

Various

3.9

3.9

3.9

Total debt

$

2,558.4

$

33.0

$

2,591.4

$

(46.0)

$

2,545.4

Less: current portion (8)

(212.9)

Total long-term debt, net of unamortized deferred financing fees

$

2,332.5

(1)The June 30, 2026 “effective interest rates” included in the table above represent the rates in effect on such date used to calculate: (i) adequate protection payments related to our OpCo Super-Priority Revolver, totaling $1.2 million as of June 30, 2026, and (ii) contractual interest related to our other debt instruments, notwithstanding the fact that such interest is not currently being recognized. These rates are expressed as a percentage of the contractual principal amounts outstanding as of such date and without consideration of any reductions related to adequate protection payments made through such date.
(2)This caption includes various original issue accounting adjustments related to original issue premium and discounts, all of which are amortized to interest expense using the straight-line method over the related instrument’s contractual term. As of June 30, 2026, the Company wrote off (within “Reorganization items, net” in the condensed consolidated statements of operations) all original issue premium and discounts related to prepetition indebtedness in accordance with ASC 852, Reorganizations.

The Company recorded a debt premium equal to the difference between the carrying value of the exchanged debt and the principal amount of the 7.625% second lien senior notes due 2029 (the “2029 Refinance Senior Notes”). The unamortized balance of this debt premium was $53.0 million as of December 31, 2025.

The 2028 Term Loan B was issued at a 0.5% original issue discount, whose unamortized balance was $1.3 million as of December 31, 2025.

The 2028 Refinance Term Loans were issued at a 3.0% original issue discount, whose unamortized balance was $18.7 million as of December 31, 2025.

(3)This caption does not include deferred financing fees related to the Company’s revolving facilities, which are included within “Deferred charges and other assets” on the condensed consolidated balance sheets. As of June 30, 2026, the Company expensed (within “Reorganization items, net” in the condensed consolidated statements of operations) all deferred financing fees related to prepetition indebtedness in accordance with ASC 852, Reorganizations.
(4)Under the OpCo Super-Priority Revolver, the Company had a capacity of $375.0 million with capacity of $60.0 million under the letter of credit subfacility. As of June 30, 2026, all prepetition indebtedness is included within liabilities subject to compromise therefore the Company did not have any funds available for borrowing under this Facility. Additionally, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under this facility equal to 0.375% per annum.
(5)As of June 30, 2026, this facility had a borrowing capacity of $150.0 million and $144.7 million outstanding under the facility. As of June 30, 2026 the Company had $164.3 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable, and had $5.3 million additional funds available for borrowing.
(6)On May 28, 2026, certain direct and indirect subsidiaries of the Company, as borrowers, entered into two Senior Secured Super-Priority Debtor-in-Possession Credit Agreements, the “DIP Facilities,” consisting of the OpCo DIP Facility, with a principal amount of $270.0 million, and the Super HoldCo DIP Facility, with principal amount of $157.5 million.
(7)As of December 31, 2025, this facility had a borrowing capacity of $150.0 million, and $118.0 million outstanding under the facility. As of December 31, 2025 the Company had $121.2 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable, and had $3.2 million of additional funds available for borrowing. This facility was closed and paid in full on May 29, 2026.
(8)The current portion of long-term debt as of June 30, 2026 was primarily related to the Company’s 2026 AR Securitization Facility and the DIP Facilities.

The current portion of long-term debt as of December 31, 2025 was primarily related to $118.0 million outstanding under the AR Securitization Facility, $75.0 million outstanding under the OpCo Super-Priority Revolver, as well as $19.9 million mostly related to the scheduled future principal payments on both the 2028 Term Loan B and the 2028 Refinance Term Loans.

(9)As of June 30, 2026, the entire carrying amount our 2028 Term Loan B, 2028 Refinance Term Loans, and 2029 Refinance Senior Notes, as well as any related remaining accrued and unpaid interest that existed as of the Petition Date, is included in “Liabilities subject to compromise” in the condensed consolidated balance sheets. The carrying amount of our OpCo Super-Priority Revolver less reductions for certain adequate protection payments made since the Petition Date, totaling $1.2 million, is also included in “Liabilities subject to compromise.”

Debtor-in-possession Financing

In May 2026, the Debtors filed voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court. The Plan provides for fully committed debtor-in-possession financing, pursuant to which the Company entered into two debtor-in-possession credit facilities (together, the “DIP Facilities”), each supported by separate collateral groups, on May 28, 2026.

OpCo Collateral Group

Certain subsidiaries of the Company together, the “OpCo Borrowers”, (Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc.), entered into a Senior Secured Super-Priority Debtor-In-Possession Credit Agreement (the “OpCo DIP Credit Agreement”), providing for a senior secured super-priority priming term loan debtor-in-possession credit facility. The OpCo Borrowers were the original issuers for both the 2028 Term Loans and the OpCo Super-Priority Revolver.

The OpCo DIP Credit Agreement consists of an aggregate principal amount of $270.0 million (the “OpCo DIP Facility”) with new money term loan commitments in an aggregate principal amount of $90.0 million, of which $60.0 million was drawn in a single borrowing on May 28, 2026 with the remaining drawn on June 22, 2026. The new money term loans under the OpCo DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash.

The OpCo DIP Facility also consists of a roll-up facility pursuant to which up to $180.0 million of certain prepetition obligations held by participating OpCo lenders are expected to be converted into term loans under the OpCo DIP Facility on a cashless basis at a ratio of two dollars of roll-up term loans for every one dollar of new-money commitments funded. This roll-up facility bears interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash.

The OpCo DIP Facility is subject to a commitment fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans are funded, both totaling $9.9 million for the three months ended June 30, 2026. The OpCo DIP Facility matures on the earliest to occur of: May 28, 2027, the effective date of a chapter 11 plan, the acceleration of the outstanding term loans and termination of commitments, certain other customary events set forth in the OpCo DIP Credit Agreement, or the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The Chapter 11 Cases are subject to certain milestones, including deadlines for entry of the final DIP order and confirmation of the Plan. The obligations under the OpCo DIP Facility are guaranteed by each guarantor party thereto and

secured by liens on substantially all assets of the OpCo Borrowers and guarantors, subject to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The OpCo DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for debtor-in-possession financings of this type.

Super HoldCo Collateral Group

Other subsidiaries of the Company together, the “SHC Borrowers”, (Trinseo NA Finance LLC, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC), entered into a Senior Secured Super-Priority Debtor-In-Possession HoldCo Credit Agreement (the “Super-Holdco DIP Credit Agreement”), providing for a senior secured super-priority priming term loan debtor-in-possession credit facility. The SHC Borrowers were the original issuers for both the 2028 Refinance Term Loans and the 2029 Refinance Senior Notes.

The Super-Holdco DIP Credit Agreement consists of an aggregate principal amount of $157.5 million (the “Super-Holdco DIP Facility”) with new money term loan commitments in an aggregate principal amount of $52.5 million, of which $35.0 million was drawn in a single borrowing on May 28, 2026 with the remaining drawn on June 22, 2026. The new money term loans under the Super-Holdco DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash.

The Super-Holdco DIP Facility also includes a roll-up facility pursuant to which $105.0 million of certain prepetition first-lien term loan obligations are expected to be converted into term loans under the Super-Holdco DIP Facility on a cashless basis at a ratio of two dollars of roll-up term loans for every one dollar of new-money commitments funded. The roll-up term loans under the Super-Holdco DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 8.50%, payable in cash.

The Super-Holdco DIP Facility is subject to a commitment fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans are funded, both totaling $5.8 million for the three months ended June 30, 2026. The Super-Holdco DIP Facility matures on the earliest to occur of: May 28, 2027, the effective date of a chapter 11 plan, the acceleration of the outstanding term loans and termination of commitments, certain other customary events set forth in the Super-Holdco DIP Credit Agreement, or the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The Chapter 11 Cases are subject to certain milestones and confirmation of the Plan. The obligations under the Super-Holdco DIP Facility are guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the SHC Borrowers and guarantors, subject to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The Super-Holdco DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for debtor-in-possession financings of this type.

Accounts Receivable Securitization Facilities

On July 18, 2024, the Company entered into a revolving credit facility (the “Accounts Receivable Securitization Facility”) for the securitization of trade receivables. The Accounts Receivable Securitization Facility has a maximum borrowing limit of $150.0 million, subject to qualified outstanding trade receivables, and matures in January 2028, with an optional one-year extension. Borrowings under the Accounts Receivable Securitization Facility bear interest at a rate per annum equal to Adjusted Term SOFR or EURIBOR (each as defined in the Accounts Receivable Securitization Facility credit agreement, subject to a 1.00% floor), depending on the borrowing currency, plus a margin of 4.75% and the Company incurs interest on a minimum of $75.0 million of advances, irrespective of actual amounts outstanding.

On February 24, 2026, the Company entered into an amendment (the “First Amendment”) to our Accounts Receivable Securitization Facility. The First Amendment waives the requirement for certain compliance certificate deliverables.

On March 19, 2026, the Company entered into an amendment and limited waiver (the "Securitization Waiver"), pursuant to which, the requisite amount of lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 2, 2026, arising from the nonpayment of interest or principal beyond the applicable grace period under the Senior Credit Agreement, Refinance

Credit Agreement and OpCo Super-Priority Revolver, and other related notice and cross-defaults, and (ii) amend certain financial reporting and notice covenants.

On April 10, 2026, the Company entered into an amendment and limited waiver pursuant to which, the requisite amount of lenders agreed to, among other things: (i) extend the temporary limited waiver of certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026 arising from the nonpayment of interest or principal beyond the applicable grace period under the Senior Credit Agreement, Refinance Credit Agreement and OpCo Super-Priority Revolver, and other related notice and cross-defaults, (ii) reduce the advance rate thereunder from 92.5% to 90.0%, and (iii) amend certain financial reporting and notice covenants.

In connection with the Chapter 11 Cases and the DIP Facilities, on May 29, 2026, the Company entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”), which amends and restates the Credit and Security Agreement, dated as of July 18, 2024 governing the Accounts Receivable Securitization Facility (as amended and restated, the “AR Credit Agreement”). The AR Credit Agreement provides for a non-recourse revolving credit facility in an aggregate amount of up to $150.0 million (the “2026 AR Facility”), collateralized by certain trade receivables generated by certain of the Company’s Swiss, German, Dutch and U.S. subsidiaries. Advances under the AR Credit Agreement bear interest at a rate per annum equal to Term SOFR (subject to a floor of 2.00%) plus 6.00%, payable in cash. The 2026 AR Facility incurs interest on a minimum of $75.0 million of advances irrespective of actual amounts outstanding. The Company is also required to pay an unused facility fee on a portion of the unfunded revolving commitments, as well as ongoing agent fees and servicing fees.

The 2026 AR Facility matures on the earliest to occur of: May 29, 2027, the date the Company exits the Chapter 11 Cases under a chapter 11 plan, or the occurrence of an amortization event as set forth in the AR Credit Agreement. As part of exit financing contemplated by the Plan, the RSA provides that, on the effective date of a chapter 11 plan, the 2026 AR Facility is expected to be converted into, or refinanced by, an exit accounts receivable securitization facility on terms and conditions to be agreed upon by the Company and the creditor parties.

The AR Credit Agreement contains representations, warranties, affirmative and negative covenants, and amortization events customary for receivables securitization facilities of this type, including but not limited to a cross-default to the Company’s other material indebtedness.

Compliance with Debt Covenants

On March 19, 2026, the Company entered into an amendments and limited waivers to our Refinance Credit Agreement and OpCo Super-Priority Revolver, pursuant to which, among other things, the lenders thereunder agreed to (i) remove the anti-cash hoarding provisions thereunder, (ii) remove the minimum liquidity financial covenant thereunder, (iii) amend certain financial reporting and notice covenants thereunder, and (iv) amend certain other definitions, covenants and provisions thereunder.

The Company determined it had available liquidity of $186.7 million as of June 30, 2026, comprised of $181.4 million of cash and cash equivalents and approximately $5.3 million of funds available for borrowing under the Accounts Receivable Securitization Facility.

The OpCo DIP Facility is subject to a minimum liquidity covenant requiring liquidity of not less than $100.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating disbursements not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable testing periods. Through the issuance of these financial statements, the Company is in compliance with the weekly liquidity covenants on the OpCo DIP Facility.

The Super-Holdco DIP Facility is subject to a minimum liquidity covenant requiring liquidity of not less than $25.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating disbursements not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable testing periods. Through the issuance of these financial statements, the Company is in compliance with the weekly liquidity covenants on the Super-Holdco DIP Facility.

Prepetition debtor financing

2029 Refinance Senior Notes

On December 16, 2024, the Company commenced a private offer to exchange (the “Exchange Offer”) the Company’s 2029 Senior Notes for the 2029 Refinance Senior Notes. Upon completion of the Exchange Offer, the Company executed an indenture (the “2L Note Indenture”) pursuant to which they issued $379.5 million aggregate principal amount of 2029 Refinance Senior Notes in exchange for the non-cash redemption of $446.5 million of the 2029 Senior Notes. The 2029 Refinance Senior Notes bear interest at a rate of 7.625%, of which for the first six semiannual interest payment dates, 5.125% will be payable in cash and 2.50% will be payable in-kind either by increasing the principal amount of the outstanding 2029 Refinance Senior Notes, or, at the Company’s option, in cash; and thereafter, the entire 7.625% per annum will be payable in cash. Interest on the 2029 Refinance Senior Notes will be paid semiannually on February 15 and August 15 of each year, commencing on August 15, 2025. The 2029 Refinance Senior Notes mature on May 3, 2029.

On February 17, 2026, the Company elected to utilize a contractually-available 30-day grace period for the payment due under the 2L Note Indenture. The Company elected to delay its next interest payment on the 2029 Refinance Senior Notes in the amount of approximately $10.0 million.

The Company did not make the required interest payment by March 19, 2026, which resulted in an event of default under the 2L Note Indenture. Following an event of default the 2029 Refinance Senior Notes are subject to the terms of an intercreditor agreement which prohibits holders from enforcing any collection action against any collateral secured by the 2029 Refinance Senior Notes for 180 days. As of June 30, 2026, no notice or declaration of acceleration had been delivered with respect to the 2029 Refinance Senior Notes.

Senior Credit Facility 2028 Term Loans

On May 3, 2021, the Company entered into an amendment to the existing credit agreement dated as of September 6, 2017 (the “Credit Agreement”), to borrow a new tranche of term loans in an aggregate amount of $750.0 million senior secured term loan B facility maturing in May 2028 (the “2028 Term Loan B”). The 2028 Term Loan B bears an interest rate of SOFR plus 2.50%, subject to a 0.00% SOFR floor, and was issued at a 0.5% original issue discount. Further, the 2028 Term Loan B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2028 Term Loan B, with the balance to be paid at maturity.

On February 16, 2026, in connection with ongoing discussions with its financial stakeholders, the Company entered into an amendment (the “Amendment”) to the Senior Credit Facility governing our 2028 Term Loan B. The Amendment extended, through March 19, 2026, the grace period for any interest payment under the Senior Credit Facility. On February 27, 2026, the Company elected to utilize this contractually-available grace period and delayed the approximately $12.0 million interest payment due on the 2028 Term Loan B.

The Company did not make the required interest payment by March 19, 2026, resulting in an event of default under the Senior Credit Facility. On March 19, 2026, the Company entered into an amendment and limited waiver (the “Senior Credit Facility Waiver”), pursuant to which, the requisite lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from the nonpayment of interest or principal beyond the applicable grace periods under the Senior Credit Agreement, the Refinance Credit Agreement, and the 2L Notes Indenture, and other related notice and cross-defaults, (ii) amend certain financial reporting and notice covenants, and (iii) amend certain other definitions, covenants and provisions.

OpCo Super-Priority Revolver

On January 17, 2025, certain subsidiaries of the Company entered into a credit agreement, pursuant to which the lenders thereunder provided a new super-priority revolving credit facility in an aggregate amount of $300.0 million, with a $60.0 million letter of credit subfacility, maturing in February 2028 (the “OpCo Super-Priority Revolver”).

On March 19, 2026, the Company entered into an amendment (the “Revolver Amendment”) to our OpCo Super-Priority Revolver, pursuant to which the lenders agreed to, among other things: (i) remove the anti-cash hoarding provisions, (ii) remove the minimum liquidity financial covenant, (iii) amend certain financial reporting and notice covenants, and (iv) amend certain other definitions, covenants and provisions.

Also on March 19, 2026, the Company also entered into an amendment and limited waiver to the OpCo Super-Priority Revolver (the “Revolver Waiver”). Under the Revolver Waiver the lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from the nonpayment of interest or principal beyond the applicable grace periods under the Refinance Credit Agreement, the Senior Credit Agreement, and the 2L Notes Indenture, as well as related notices and cross-defaults, and (ii) amend certain other provisions of the facility. In connection with the Revolver Waiver, the Borrowers agreed to pay certain lenders an in-kind consent fee equal to 1.00% of each such lender’s commitments under the OpCo Super-Priority Revolver, totaling $5.6 million for the three months ended June 30, 2026.

On April 10, 2026, the Company entered into an amendment (the “Second Amendment”) to our existing super-priority revolving credit facility dated, January 17, 2025. Certain lenders agreed under the Second Amendment to provide incremental senior secured revolving credit commitments in an aggregate principal amount of $50.0 million. On May 13, 2026, the Company entered into another amendment (the “Third Amendment”) to the OpCo Super-Priority Revolver where certain lenders agreed to provide incremental senior secured revolving credit commitments in an aggregate principal amount of $25.0 million. The additional aggregate principal provided during 2026 (the “2026 Incremental Revolving Facility”), increased the total aggregate principal amount of loans outstanding under the OpCo Super-Priority Revolver from $300.0 million to $375.0 million (excluding amounts paid in kind).

Borrowings under the 2026 Incremental Revolving Facility may be used to fund working capital, general corporate purposes, and any other purposes not prohibited by the OpCo Super-Priority Revolver. Amounts repaid may not be reborrowed. The outstanding principal amount of the 2026 Incremental Revolving Facility is due at maturity, which is scheduled for February 2, 2028.

Revolving loans under the 2026 Incremental Revolving Facility bear interest at a rate per annum equal to, at the Company’s election: (i) a Term SOFR based rate (subject to a 0.00% floor), plus an applicable margin of 9.00%, or (ii) an alternate base rate (subject to a 0.00% floor), plus an applicable margin of 8.00%. Interest is payable in kind on the applicable payment date. The facility also provides for a quarterly unused line fee of 0.375% on the unused portion of the commitments.

In connection with the Second and Third Amendments, the Company agreed to pay a closing fee to the lenders under the 2026 Incremental Revolving Facility, payable in-kind, in an amount equal to 3.50% of the aggregate commitments.

2028 Refinance Term Loans

On September 8, 2023, the Company entered into a Credit Agreement (the “2028 Refinance Credit Agreement”) which provides for a senior secured term loan facility of $1,077.3 million maturing in May 2028 (the “2028 Refinance Term Loans”). On January 17, 2025, the Company amended the 2028 Refinance Credit Agreement to provide for an additional $115.0 million of term loans maturing in May 2028 (the “Second Tranche Refinance Term Loans”). The 2028 Refinance Term Loans were issued at a 3.0% original issue discount and, along with the Second Tranche Refinance Term Loans, bear interest at a rate per annum equal to Term SOFR (as defined in the 2028 Refinance Credit Agreement) plus 8.50%, subject to a 3.00% SOFR floor. Further, the 2028 Refinance Term Loans require scheduled quarterly payments in amounts equal to 0.25% of the original principal amount, with the balance to be paid at maturity.

On March 19, 2026, the Company entered into an amendment and limited waiver (the “Refinance Credit Facility Waiver”), pursuant to which the requisite lenders agreed to, among other things: (i) temporarily waive certain acceleration and collateral enforcement rights and remedies under the facility until April 30, 2026, arising from nonpayment of interest or principal beyond the applicable grace periods under the Refinance Credit Agreement, the Senior Credit Agreement, and the 2L Notes Indenture, and other related notice and cross-defaults, (ii) amend certain financial reporting and notice covenants, and (iii) amend certain other definitions, covenants and provisions. In connection with the Refinance Credit Facility Waiver, the borrowers under the Refinance Credit Agreement agreed to pay certain lenders an in-kind consent fee equal to 1.00% of the aggregate outstanding principal amount of the loans of each such lender under the Refinance Credit Agreement in the amount of $12.5 million.

On April 14, 2026, the Company elected to delay its next interest payment on the 2028 Refinance Term Loans in the amount of approximately $38.2 million.

Payment-in-kind Elections

Under the terms of the 2028 Refinance Credit Agreement, through September 8, 2025, the Company could, at its discretion, make a payment in kind election (“PIK Interest Election”) to convert a portion of the quarterly interest margin payable to principal, and the converted principal is subject to an additional 1.00% margin. Under the terms of the 2L Note Indenture, the Company will make a PIK Interest Election for 2.50% of the annual interest payable for each of its first six semi-annual interest payments starting on August 15, 2025 through February 15, 2028. The Company may elect to pay interest on the 2L Note Indenture in cash at its discretion.

During the six months ended June 30, 2026 and the twelve months ended December 31, 2025, the Company executed the PIK Interest Election on the 2029 Refinance Senior Notes, to defer payment of a portion of the quarterly interest margin payable in the amount of $2.4 million and $9.1 million, respectively, by capitalizing the amounts as principal payments due at maturity.

The Company has deferred $101.4 million and $99.0 million of interest payable that is payable at maturity and capitalized as liabilities subject to compromise as of June 30, 2026 and as long-term debt as of December 31, 2025, respectively.