v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company, including N-able International Holdings I, LLC (as guarantor) and N-able International Holdings II, LLC (as borrower), entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase, Bank N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. N-able International Holdings I, LLC is a holding company with no other operations, cash flows, material assets or liabilities other than the equity interests in N-able International Holdings II, LLC. The Credit Agreement provides for $410.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $350.0 million term loan facility (the “Term Loan”). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $16.5 million, representing a portion of the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction related costs, to SolarWinds. The Revolving Facility will primarily be available for general corporate purposes.
On June 26, 2023, the parties entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement. Amendment No. 1 amended the Credit Agreement to, among other things, replace the LIBOR-based rate included in the Credit Agreement with a SOFR-based rate, as an interest rate benchmark. Other than the foregoing, the material terms of the Credit Agreement described herein remain unchanged. The effective interest rate on our outstanding debt remained as a LIBOR-based rate until August 31, 2023, at which point it transitioned to a SOFR-based rate.
On November 26, 2025, the parties entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement. Amendment No. 2, among other things, (i) increased the aggregate principal amount under the Term Loan from $336.0 million to $400.0 million, (ii) extended the maturity of the Term Loan to November 26, 2032, (iii) extended the maturity of the $60.0 million Revolving Facility to November 26, 2030 and (iv) reduced the interest rate applicable to all borrowings under the Credit Facilities.
As of the date of Amendment No. 2, existing unamortized discount and debt issuance costs were $4.1 million. Following a lender-by-lender extinguishment assessment, a portion of these costs was expensed, with the remaining balance deferred. The Company also incurred new discount and debt issuance costs in connection with the refinancing, portions of which were deferred and are being amortized over the term of the Credit Facilities.
On June 16, 2026 (the “Effective Date”), the Company entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”). Amendment No. 3 added a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) pursuant to which the Company may draw up to an additional $75.0 million under the Term Loan (the “Delayed Draw Term Loan(s)”). The Delayed Draw Term Loan Facility will be available for borrowing during a six-month availability period (the “Availability Period” or “Commitment Period”) following the Effective Date through December 16, 2026 (the “Expiration Date”) and may be used for general corporate purposes.
The Delayed Draw Term Loan Facility permits the Company to draw up to five times during the Availability Period. There is a minimum funding amount of $1.0 million per draw with additional increments of $0.1 million allowed beyond the minimum requirement. The Term Loan and funded Delayed Draw Term Loan (collectively, the “Term Loan” subject to the “Credit Agreement”) have the same terms and are treated as a single fungible class of term loan for all purposes under the Credit Agreement, as amended, except that interest on the Delayed Draw Term Loans will commence on the date of the applicable draw. As of June 30, 2026, there were no borrowings under the Delayed Draw Term Loan Facility.
In connection with the Delayed Draw Term Loan Facility, the Company recognized a loan commitment asset (the “Loan Commitment Asset”) at its incurred cost. The Loan Commitment Asset represents the Company’s contractual right to future
financing and meets the definition of a financial asset. Because the Expiration Date is less than 12 months from June 30, 2026, the Loan Commitment Asset is classified as a current asset. Upon funding of the Delayed Draw Term Loans, the Company will derecognize the associated portion of the Loan Commitment Asset and record it as a discount to the funded debt, which is amortized to interest expense over the term of the related loan using the effective interest method. The balance of the Loan Commitment Asset is $2.2 million as of June 30, 2026.
The following table summarizes information relating to our outstanding debt as of June 30, 2026 and December 31, 2025:
As of June 30, 2026As of December 31, 2025
Amount OutstandingEffective RateAmount OutstandingEffective Rate
(in thousands, except interest rates)
Term loan facility$398,000 6.42 %$400,000 6.59 %
Revolving credit facility— — %— — %
Total principal amount398,000 400,000 
Unamortized discount and debt issuance costs(5,673)(6,127)
Total debt, net392,327 393,873 
Less: Current debt obligation(4,000)(4,000)
Long-term debt, net of current portion$388,327 $389,873 
Under the Credit Agreement, as amended, borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating rate of an Adjusted SOFR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 2.50%, subject to an increase to 2.75% if our first lien net leverage ratio exceeds 2.50 to 1.00. Borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted Euro Interbank Offered Rate (“EURIBOR”) rate (subject to a “floor” of 0.0%) for a specified interest period plus the applicable margin described above. Under the Credit Agreement, borrowings under the Term Loan bear interest at a floating rate of an Adjusted SOFR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 2.75%, subject to a reduction to 2.50% if our first lien net leverage ratio is equal to or lower than 1.65 to 1.00 (the “Applicable Rate”).
In addition to paying interest on loans outstanding under the Revolving Facility, we are required to pay a commitment fee of 0.375% per annum in respect of unused commitments thereunder, subject to a reduction to 0.25% per annum based on our first lien net leverage ratio.
Pursuant to the terms of the Delayed Draw Term Loan Facility, commitment fees accrue at the Applicable Rate per annum on undrawn amounts during the Commitment Period and are expensed as incurred in interest expense. Interest expense will begin to accrue on funded amounts at the Applicable Rate on the date the Delayed Draw Term Loans are funded.
The Term Loan requires quarterly repayments equal to 0.25% of the original principal amount. The final maturity dates of the Revolving Facility and Term Loan are November 26, 2030 and November 26, 2032, respectively.
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens; engage in mergers or consolidations; sell or transfer assets; pay dividends and distributions or repurchase our capital stock; make investments, loans or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; and enter into negative pledge agreements. In addition, the Revolving Facility is subject to a financial covenant requiring compliance with a maximum first lien net leverage ratio of 7.50 to 1.00 at the end of each fiscal quarter, which will trigger when loans outstanding under the Revolving Facility exceed 40% of the aggregate commitments under the Revolving Facility. The Credit Agreement contains certain customary events of default, including, among others, failure to pay principal, interest or other amounts; inaccuracy of representations and warranties; violation of covenants; cross events of default; certain bankruptcy and insolvency events; certain ERISA events; certain undischarged judgments; and change of control.
As of June 30, 2026 and December 31, 2025, we were in compliance with all covenants of the Credit Agreement.
The following table summarizes the remaining future minimum principal payments under the Credit Agreement as of June 30, 2026:
(in thousands)
2026$2,000 
20274,000 
20284,000 
20294,000 
Thereafter384,000 
Total minimum principal payments$398,000