v3.26.1
DEBT, NET
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT, NET
7. DEBT, NET
Our debt, net is summarized as follows:
Outstanding Borrowings
Stated Interest RateMaturity DateJune 30, 2026December 31, 2025
Loans payable
DRP DB Term Loan (2)
8.50%11/30/26$110,943 $105,828 
DRP Letter of Credit
Base Rate + 4.00% (Term SOFR)
7/7/263,308 — 
Bridge Loan Credit Agreement (1)
(i) Base Rate + 3.00%; or
(ii) Base Rate + 4.00% (Adjusted Term SOFR)
8/24/26— 1,227,294 
Term Loan Credit Agreement (1) (4)
9.75%2/1/281,403,687 — 
EB-5 Loan Agreement (2)
5.75%
(i) 1/25/27
(ii) 3/11/27
(iii) 11/16/27
63,800 63,800 
Jefferson Credit Agreement June 2025
(i) Base Rate + 3.00%; or
(ii) Base Rate + 4.00% (Term SOFR)
8/31/26— 30,000 
RailCo Revolver
(i) Base Rate + 2.00%; or
(ii) Base Rate + 3.00% (Term SOFR)
11/17/2850,000 50,000 
Long Ridge Acquiom Loan (5)
15.75%5/31/27— 22,371 
Long Ridge GCM Note (5)
12.00%2/26/28— 20,000 
Long Ridge CanAm Loan (5)
6.75%9/13/29— 115,200 
Long Ridge Credit Agreement (5)
(i) Base Rate + 3.50%; or
(ii) Base Rate + 4.50% (Term SOFR)
2/19/32— 397,000 
Total loans payable1,631,738 2,031,493 
Bonds payable
Series 2020 Bonds (1)
(i) Tax Exempt Series 2020A Bonds: 3.625%
(ii) Tax Exempt Series 2020A Bonds: 4.00%
(i) 1/1/35
(ii) 1/1/50
139,257 140,753 
Series 2021 Bonds (1)
(i) Tax Exempt Series 2021A Bonds: 1.875% to 3.00%
(ii) Taxable Series 2021B Bonds: 4.10%
(i) 1/1/26 to 1/1/50
(ii) 1/1/28
339,850 348,240 
Series 2024 Bonds (1) (3)
(i) Tax Exempt Series 2024A Bonds: 5.000% to 5.250%
(ii) Taxable Series 2024B Bonds: 10.000%
(i) 1/1/39 to 1/1/54
(ii) 7/1/26
379,585 378,458 
Series 2025 Bonds (1)
(i) Tax Exempt Series 2025 Bonds: 6.375%
(ii) Tax Exempt Series 2025 Bonds: 6.625%
(i) 1/1/35
(ii) 1/1/45
297,163 297,087 
Senior Notes due 2032 (5)
8.75%2/15/32— 600,000 
Total bonds payable1,155,855 1,764,538 
Total debt
2,787,593 3,796,031 
Less: Debt issuance costs(23,876)(21,858)
Total debt, net$2,763,717 $3,774,173 
Principal debt due within one year
$477,727 $66,987 
Less: Debt issuance costs(959)(1,549)
Total principal debt, net due within one year
$476,768 $65,438 
________________________________________________________
(1) Includes an unamortized discount of $45,331 and $36,313 at June 30, 2026 and December 31, 2025, respectively.
(2) See discussion in Note 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for extension options related to these debt obligations.
(3) See below discussion in Note 7 for details related to the Jefferson Bridge Loan Credit Agreement for the Jefferson Taxable Series 2024B Bonds.
(4) Per a mandatory prepayment clause in our Term Loan Credit Agreement, we are required to use the net proceeds from the sale of Long Ridge Energy & Power LLC to pay down a portion of the Term Loan. As such, we have classified an estimate of the portion of the Term Loan that will be paid upon completion of the sale as short-term and have accrued for a portion of the incremental payment required at the time of the settlement under the multiple-on-invested-capital (“MOIC”) provision as of June 30, 2026.
(5) As of June 30, 2026, these debt instruments were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).
As of June 30, 2026 and December 31, 2025, the weighted average interest rates on our short-term borrowings were 9.7% and 9.7%, respectively.
June 2025 Jefferson Credit Agreement Extension and Paydown
In January 2026, Jefferson Terminal exercised its option to extend the maturity of that certain Credit Agreement, dated as of June 30, 2025, among certain subsidiaries of the Company, the lenders party thereto and Barclays Bank PLC (the “June 2025 Jefferson Credit Agreement”) to August 31, 2026. In March 2026, we used a portion of the Term Loan Credit Agreement net proceeds (see below) to repay in full and terminate the June 2025 Jefferson Credit Agreement.
Term Loan Credit Agreement
On February 25, 2026, we entered into a credit agreement (the “Term Loan Credit Agreement”), which provides for a $1.35 billion secured term loan facility (the “Term Loan”). The Term Loan matures on February 1, 2028 and accrues interest at a rate of 9.75% per annum. On February 26, 2026, $1.3 billion of the Term Loan was funded, and the remaining $35.4 million was funded on March 10, 2026.
The Company used the net proceeds from the Term Loan to repay in full all outstanding principal and interest (together with fees, expenses and other amounts owed in connection therewith) under (i) that certain Credit Agreement, dated as of August 25, 2025, among the Company, the lenders party thereto and Barclays Bank PLC (the “the Bridge Loan Credit Agreement”) and (ii) the June 2025 Jefferson Credit Agreement. We recognized a loss on extinguishment of debt of (i) $39.5 million from the repayment of the Bridge Loan Credit Agreement and (ii) $6.4 million from the repayment of the June 2025 Jefferson Credit Agreement in connection with this transaction.
In connection with the Term Loan, the Company and certain of its subsidiaries provided a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and exclusions. Additionally, the Term Loan is subject to a 1.25x MOIC total lender return provision, payable in cash upon any partial or full repayment, prepayment, maturity or acceleration of the Term Loan. The sale of Long Ridge invokes a mandatory prepayment provision associated with proceeds from the sale (see Note 2 for additional details), under which the MOIC steps down to 1.125x for prepayments or repayments of the Term Loan using proceeds from the sale of Long Ridge occurring on or prior to July 31, 2026 and to 1.19x for prepayments or repayments of the Term Loan using proceeds from the sale of Long Ridge occurring on or after August 1, 2026 and on or before October 31, 2026. The Company currently estimates the sale of Long Ridge to occur in September 2026. As of June 30, 2026, the Company recorded a total liability of $25.5 million related to the MOIC, of which $14.3 million and $11.2 million were recorded in current and non-current Debt, net, respectively, on the Consolidated Balance Sheet and included in the outstanding principal balance of the Term Loan. Changes in the MOIC liability are recognized through interest expense.
We incurred $6.4 million of issuance costs related to the Term Loan Credit Agreement.
On June 26, 2026, in connection with the acquisition of Tidewater (see Note 2 for additional details), we upsized our Term Loan Credit Agreement by approximately $61.9 million with the same terms as the original Term Loan Credit Agreement and made certain other amendments to the Term Loan Credit Agreement. The Company recorded a loss on modification of debt of $1.1 million.
Jefferson Terminal Bridge Loan Credit Agreement
On March 16, 2026, Jefferson Terminal signed a commitment letter for a senior secured bridge facility, pursuant to which the Company may, at its sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility. On July 1, 2026, the Company entered into the Jefferson Bridge Loan Credit Agreement. See Note 18 for details related to the utilization of the Jefferson Bridge Loan Credit Agreement used to redeem all outstanding Jefferson Taxable Series 2024B Bonds.
Long Ridge Acquiom Loan Amendments
On April 29, 2026 and June 16, 2026, Long Ridge Energy & Power LLC entered into Third and Fourth Amendments to the Credit Agreement, respectively, which amended that certain Credit Agreement, dated as of May 7, 2025, among Long Ridge Energy & Power LLC, Ohio River Partners Shareholder LLC, the lenders party thereto and Acquiom Agency Services LLC (the “Long Ridge Acquiom Loan”) to, among other things, refinance all outstanding indebtedness under the existing Long Ridge Acquiom Loan and borrow an additional $19.5 million in the form of incremental loans. In connection with these amendments, we recorded a loss on modification of debt of $0.5 million. As of June 30, 2026, the Long Ridge Acquiom Loan was classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).
DRP Letter of Credit
On June 10, 2026, a counterparty of our Repauno segment drew down on its letter of credit (“LC”), providing for $3.3 million, which was required to be reimbursed to the LC issuer by Repauno on or prior to July 7, 2026. The reimbursement obligation bore interest at the sum of 4.00% plus SOFR as administered by the Federal Reserve Bank of New York until it was paid off in July 2026.
We were in compliance with all debt covenants as of June 30, 2026.