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INDEBTEDNESS
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
INDEBTEDNESS INDEBTEDNESS
The Company's debt consists of the following:
(in thousands)
Interest rate
Maturity
June 30, 2026December 31, 2025
Corporate debt
Senior unsecured notes
6.00%November 2029$600,000 $600,000 
Term Loan A
Variable1
November 2029
— — 
Revolving facility outstanding
Variable2
November 2029
— — 
Less: unamortized debt issuance costs
(4,490)(5,139)
Total corporate debt, net
595,510 594,861 
Asset-backed debt
Class A - Series 2023-A
Variable3
April 2030
58,498 — 
Class B - Series 2023-A
Variable3
April 2030
15,180 — 
Class A - Series 2026-A
4.37%
August 2030
122,680 — 
Class B - Series 2026-A
4.81%August 203032,010 — 
Class C - Series 2026-A
5.25%August 203029,330 — 
Class D - Series 2026-A
5.40%August 203020,230 — 
Class E - Series 2026-A
7.54%August 203015,750 — 
Less: Unamortized debt issuance costs
(2,124)— 
Total asset-backed debt, net
291,554 — 
Total debt, net
$887,064 $594,861 
1 Term Loan A bore interest at either a base rate or term SOFR plus an applicable margin based on the Company's leverage ratio.
2 The Revolving Facility bears interest at either a base rate or term SOFR plus an applicable margin based on the Company's leverage ratio.
3 The 2023-A facility bears interest on Class A at 2.05% plus the greater of the CP Rate (as defined in the agreement) or the floor rate of 0% and for Class B at 8.25% plus the greater of the term SOFR plus 0.1% or the floor rate of 3.0%.
Corporate Debt
Senior Unsecured Notes
The Senior Notes are general unsecured obligations of the Company and are guaranteed by certain of the Company's existing and future domestic subsidiaries. There were no changes to the Company's Senior Unsecured Notes during the three and six months ended June 30, 2026. Debt issuance costs are presented as a direct reduction of the carrying amount of the debt and amortized using the effective interest method over the contractual term of the loan in accordance with ASC 835-30.
Credit Facility
On January 2, 2026, the Company entered into a Fourth Amendment to its existing credit agreement (the "Credit Facility"), which, among other things, modified the terms of the revolving credit facility (the "Revolving Facility") and provided for a new $125.0 million term loan (the "Term Loan A"). The amendment was accounted for as a modification in accordance with ASC 470-50, as the terms were not substantially different.
The Credit Facility contains financial covenants, which include requirements that the Company maintain ratios of (i) total net debt to EBITDA as defined by the Credit Facility of no more than (a) 3.25:1.00, as of the last day of each Fiscal Quarter ending during the period from January 1, 2026 to and including December 31, 2026, (b) 3.00:1.00, as of the last day of each Fiscal Quarter ending during the period from January 1, 2027 to and including December 31, 2027, and (c) 2.50:1.00, as of the last day of each Fiscal Quarter ending thereafter; and (ii) consolidated interest coverage of no less than 3.00:1.00. As of June 30, 2026, the Company was in compliance with all financial covenants under the Credit Facility, including the maximum total net leverage ratio and minimum interest coverage ratio requirements.
The Company maintains a $350.0 million senior unsecured Revolving Facility which matures on November 15, 2029. Borrowings bear interest, at the Company's election, at either a base rate or a term SOFR rate plus an applicable margin based on the Company's leverage ratio. The Revolving Facility includes a commitment fee on unused capacity.
As of June 30, 2026, there were no outstanding borrowings under the Revolving Facility, with $350.0 million remaining available for borrowing. Borrowings and repayments under the Revolving Facility during the quarter primarily related to short‑term liquidity needs surrounding the acquisition and related transactions. Unamortized debt issuance costs related to the Revolving Facility were $3.2 million and $2.6 million as of June 30, 2026 and December 31, 2025, respectively. These amounts were included within prepaid expenses and other assets in the condensed consolidated balance sheets and are amortized over the term of the facility using the effective interest method.
The Term Loan A was scheduled to mature November 15, 2029, and was voluntarily prepaid in full during the six months ended June 30, 2026. Term Loan A had been amortizing through quarterly principal payments, and borrowings bore interest at either a base rate or a term SOFR rate plus an applicable margin determined by the Company's leverage ratio.
Securitization and Asset-Backed Debt
In connection with the acquisition of Purchasing Power on January 2, 2026, certain non-recourse funding debt arrangements remained in place, including securitization and warehouse credit facilities, which were recorded at fair value in accordance with ASC 805. Fair value was determined using discounted cash flow models incorporating market spreads for comparable instruments (Level 3 input).
These arrangements are accounted for as secured borrowings, as the related receivables remain on the Company's condensed consolidated balance sheets. See Note 1 for additional information regarding the structure, consolidation, and nature of VIEs.
The asset-backed debt is secured by receivables and related collections held by the applicable securitization entities. These assets are restricted and are not available to satisfy the claims of the Company's general creditors. As of June 30, 2026, the carrying values of the receivables pledged as collateral for these arrangements was $381.4 million. Restricted cash held by the securitization entities, including collections and reserve accounts, was $6.3 million.
Collections on the underlying receivables are applied pursuant to contractual priority of payments provisions. These provisions generally require that cash flows be applied to servicing fees, interest on outstanding notes, and principal repayments, with any remaining amounts distributed to the Company.
The Company's securitization and warehouse arrangements include various financial and performance covenants. Under the 2023-A warehouse facility, as amended, the Company is required to maintain (i) a maximum consolidated total net debt to EBITDA ratio of 3.50:1.00, (ii) a minimum interest coverage ratio of 3.00:1.00, (iii) minimum adjusted tangible net worth, (iv) minimum liquidity levels, and (v) minimum unrestricted cash of $40.0 million. The 2026-A securitization facility includes collateral coverage and portfolio performance requirements, including minimum overcollateralization levels, reserve account requirements, net worth requirements, delinquency and loss performance thresholds, concentration limits, and restrictions on additional indebtedness and liens within the securitization structure.
Breaches of certain performance thresholds may result in a rapid amortization event, during which principal collections from the underlying receivables would be used to accelerate repayment of outstanding debt and distributions to the Company may be limited. If other covenants or requirements are breached, the lender may terminate the Company's ability to draw on the facilities, accelerate outstanding amounts, and exercise remedies against pledged collateral, including liquidation.
As of June 30, 2026, the Company was in compliance with all applicable financial and performance covenants and no rapid amortization or early amortization events had occurred.
Subsequent to its acquisition of Purchasing Power, the Company repaid and terminated certain securitization and warehouse funding arrangements that had remained in place following the acquisition. These transactions were accounted for as extinguishments of debt. No material gain or loss was recognized, as the reacquisition prices approximated the carrying values at the time of extinguishment, which were based on the fair values recognized at the acquisition date.
On February 26, 2026, a wholly-owned securitization entity issued $220.0 million aggregate principal amount of asset-backed notes (the "Series 2026-A Facility") to third parties in a private placement transaction. The notes are recorded at their principal amount, net of debt issuance costs, which are amortized over the expected life of the notes using the effective interest method.
Debt Activity
The following table presents a summary of debt activity for the six months ended June 30, 2026 (balances in the activity table reflect gross principal amounts and exclude unamortized debt issuance costs):
(in thousands)
Debt instrument
Balance, 12/31/2025Acquisition
New borrowings
Debt paydowns
Balance, 6/30/2026
Corporate debt
Senior unsecured notes
$600,000 $— $— $— $600,000 
Term Loan A— — 125,000 (125,000)— 
Revolving facility1
— — 185,000 (185,000)— 
Total corporate debt
600,000 — 310,000 (310,000)600,000 
Asset-backed debt
Series 2023-A facility
— 107,500 16,178 (50,000)73,678 
PPF1 facility
— 30,748 — (30,748)— 
PPF 2024-A
— 200,360 — (200,360)— 
PPF 2026-A facility— — 220,000 — 220,000 
Total asset-backed debt
— 338,608 236,178 (281,108)293,678 
Total gross debt$600,000 $338,608 $546,178 $(591,108)$893,678 
1 The new borrowings on the revolving facility included $135.0 million used for the acquisition of Purchasing Power and an additional $50 million for other working capital needs. The aggregated new revolving facility borrowings of $185.0 million were repaid during the three months ended March 31, 2026.
Maturity Schedule
Below is a summary of future principal maturities of our debt due as of June 30, 2026:
(in thousands)
2027$— 
2028— 
2029600,000 
2030293,678 
2031— 
Thereafter— 
Total$893,678 
Interest Expense
Interest on asset-backed financing relates to the Company's securitization and warehouse funding arrangements, which are secured by the underlying receivables and are generally non-recourse to the Company's other assets. Interest on corporate debt relates to borrowings under the Company's senior unsecured notes, term loan, and revolving credit facility. Amortization of debt
issuance costs is recognized as interest expense over the respective terms of the related debt instruments using the effective interest method. Interest expense consists of the following:
Three months ended June 30,Six months ended June 30,
(in thousands)
2026202520262025
Interest on corporate debt
$9,818 $9,307 $22,096 $18,783 
Interest on asset-backed financing
4,353 — 9,145 — 
Amortization of debt issuance costs
1,046 487 2,365 974 
Total interest expense
$15,217 $9,794 $33,606 $19,757