Note 11. DEBT

Our balances for long-term debt and finance lease obligations are as follows (in thousands):

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Credit Facility

 

$

692,295

 

 

$

767,500

 

Finance lease obligations

 

 

4,656

 

 

 

7,936

 

Total debt and finance lease obligations

 

 

696,951

 

 

 

775,436

 

Current portion

 

 

3,465

 

 

 

3,266

 

Noncurrent portion

 

 

693,486

 

 

 

772,170

 

Deferred financing costs, net

 

 

6,299

 

 

 

8,238

 

Noncurrent portion, net of deferred financing costs

 

$

687,187

 

 

$

763,932

 

 

As of December 31, 2025, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):

 

 

Debt

 

 

Finance Lease Obligations

 

 

Total

 

2026

 

$

 

 

$

3,565

 

 

$

3,565

 

2027

 

 

 

 

 

1,200

 

 

 

1,200

 

2028

 

 

692,295

 

 

 

 

 

 

692,295

 

Total future payments

 

 

692,295

 

 

 

4,765

 

 

 

697,060

 

Less impact of discounting

 

 

 

 

 

109

 

 

 

109

 

Total future principal payments

 

 

692,295

 

 

 

4,656

 

 

 

696,951

 

Current portion

 

 

 

 

 

3,465

 

 

 

3,465

 

Long-term portion

 

$

692,295

 

 

$

1,191

 

 

$

693,486

 

 

On March 31, 2023, the Partnership and its subsidiary, LGWS (together with the Partnership, the “Borrowers”), amended and restated the Credit Facility. As amended, the Credit Facility provides for an increase of the senior secured revolving credit facility from $750 million to $925 million and extends the maturity date from April 1, 2024 to March 31, 2028. The credit facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $350 million. The aggregate amount of the outstanding loans and letters of credit under the Credit Facility cannot exceed the combined revolving commitments then in effect. Certain subsidiaries of the Borrowers are guarantors ("Guarantors") of all of the obligations under the Credit Facility. All obligations under the Credit Facility are secured by substantially all of the Partnership’s assets and substantially all of the assets of the Guarantors.

Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to the secured overnight financing rate (“SOFR”), for interest periods of one, three or six months, plus a margin ranging from 1.75% to 2.75% per annum depending on the Partnership’s Consolidated Leverage Ratio (as defined in the Credit Facility) plus a customary credit spread adjustment or (2) (a) an alternative base rate equal to the greatest of (i) the federal funds rate plus 0.5% per annum, (ii) SOFR for one month interest periods plus 1.00% per annum or (iii) the rate of interest established by the Agent (as defined in the Credit Facility), from time to time, as its prime rate, plus (b) a margin ranging from 0.75% to 1.75% per annum depending on the Partnership’s Consolidated Leverage Ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on the Partnership’s Consolidated Leverage Ratio.

The Partnership also has the right to borrow swingline loans under the Credit Facility in an amount up to $35.0 million. Swingline loans bear interest at the base rate plus the applicable alternative base rate margin.

Letters of credit may be issued under the Credit Facility up to an aggregate amount of $65.0 million. Letters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Letters of credit accrue a fee at a rate based on the applicable margin of SOFR loans.

The Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the Credit Facility) of not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the Credit Facility) of at least 2.50 to 1.00.

The Credit Facility prohibits the Partnership from making cash distributions to its unitholders if any event of default occurs or would result from the distribution. In addition, the Credit Facility contains various covenants that may limit, among other things, the Partnership’s ability to:

grant liens;
incur or assume other indebtedness;
materially alter the character of the Partnership’s business in any material respect;
enter into certain mergers, liquidations and dissolutions; and
make certain investments, acquisitions or dispositions.

If an event of default exists under the Credit Facility, the lenders will be able to accelerate the maturity of the Credit Facility and exercise other rights and remedies. Events of default include, among others, the following:

failure to pay any principal under the Credit Facility when due or any interest, fees or other amounts under the Credit Facility when due after a grace period;
failure of any representation or warranty to be true and correct in any material respect;
failure to perform or otherwise comply with the covenants in the Credit Facility or in other loan documents without a waiver or amendment;
any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $45.0 million;
certain judgment default for monetary judgments exceeding $45.0 million;
bankruptcy or insolvency event involving the Partnership or any of its subsidiaries;
certain Employee Retirement Income Security Act of 1974 (ERISA) violations;
a Change of Control (as defined in the Credit Facility) without a waiver or amendment; and
failure of the lenders for any reason to have a perfected first priority security interest in a material portion of the collateral granted by the Partnership or any of its subsidiaries.

 

The incremental borrowings at the March 2023 closing of the amended and restated Credit Facility were used to repay outstanding borrowings under the JKM Credit Facility, which was terminated on March 31, 2023, and to pay fees and expenses in connection with the Credit Facility and the termination of the JKM Credit Facility.

In connection with amending the Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with other transactions, subject to certain terms and conditions.

Taking the interest rate swap contracts described in Note 12 into account, our effective interest rate on our Credit Facility was 5.6% (with an applicable margin of 2.00%) and 6.2% (with an applicable margin of 2.25%) at December 31, 2025 and 2024, respectively.

Letters of credit outstanding at December 31, 2025 and December 31, 2024 totaled $4.9 million and $5.3 million, respectively.

As of December 31, 2025, we were in compliance with our financial covenants under the Credit Facility. The amount of availability under the Credit Facility at December 31, 2025, after taking into consideration debt covenant restrictions, was $227.8 million.

Finance Lease Obligations

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty. Since then, the agreement has been amended from time to time to add or remove sites. As of December 31, 2025, we lease 106 sites under this lease with a weighted-average remaining lease term of 1.3 years. We pay fixed rent, which increases 1.5% per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold.

Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842–Leases. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 13.

The weighted-average discount rate for this finance lease obligation at December 31, 2025 and 2024 was 3.5%. Interest on this finance lease obligation amounted to $0.2 million, $0.3 million and $0.4 million for 2025, 2024 and 2023, respectively.

See Note 24 for information regarding an amendment of this lease.

Cash paid for interest, including debt and finance lease obligations, amounted to $46.6 million, $49.9 million and $40.1 million for 2025, 2024 and 2023, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 27, 2025
2023Feb 27, 2024
2022Feb 28, 2023
2021Mar 1, 2022
2020Mar 2, 2021
2019Feb 26, 2020
2018Feb 26, 2019
2017Feb 27, 2018
2016Feb 28, 2017
2015Feb 19, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.