Consensus Cloud Solutions, Inc.CCSI
Consensus Cloud Solutions, Inc. Debt Disclosure
Long-Term Debt
Long-term debt as of December 31, 2025 and 2024 consists of the following, terms defined below (in thousands):
| 2025 | 2024 | ||||||||||
| 2026 Senior Notes | $ | — | $ | 248,980 | |||||||
| 2028 Senior Notes | 348,247 | 349,137 | |||||||||
| DDTL Facility | 150,000 | — | |||||||||
| Revolving Credit Facility | 64,000 | — | |||||||||
Total | 562,247 | 598,117 | |||||||||
Less: deferred issuance costs | (3,878) | (5,135) | |||||||||
Total debt | 558,369 | 592,982 | |||||||||
Less: current portion, net of debt issuance costs | (7,047) | (18,902) | |||||||||
Total long-term debt, less current portion | $ | 551,322 | $ | 574,080 | |||||||
As of December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $246.2 million and was based on quoted market prices or dealer quotes for the 2026 Senior Notes, which are Level 1 inputs in the fair value hierarchy.
As of December 31, 2025 and 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $349.1 million and $346.1 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes, which are Level 1 inputs in the fair value hierarchy.
As of December 31, 2025, future contractual principal payments for debt were as follows (in thousands):
| Total | |||||
| Fiscal year: | |||||
2026 | $ | 7,500 | |||
2027 | 7,500 | ||||
2028 | 547,247 | ||||
2029 | — | ||||
2030 | — | ||||
| Thereafter | — | ||||
Total | $ | 562,247 | |||
2026 Senior Notes
On October 7, 2021, Consensus issued $305.0 million of 6.0% senior notes due in 2026 (the “2026 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. During the year ended December 31, 2025, the Company redeemed the remaining outstanding principal balance of the 2026 Senior Notes in full. The redemption was funded using proceeds from the 2025 Credit Facility (as defined below) and cash on hand. As of December 31, 2025, there was no outstanding principal balance or unamortized debt issuance costs related to the 2026 Senior Notes. For the year ended December 31, 2025, a loss on debt extinguishment of $0.8 million related to the redemption of the 2026 Senior Notes is included in interest expense on the Consolidated Statements of Income.
The following table provides additional information related to our 2026 Senior Notes as of December 31, 2025 and 2024 (in thousands):
| 2025 | 2024 | ||||||||||
Principal amount of 2026 Senior Notes | $ | — | 248,980 | ||||||||
| Less: Debt issuance costs | — | (1,536) | |||||||||
Net carrying amount of 2026 Senior Notes | $ | — | $ | 247,444 | |||||||
2028 Senior Notes
On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement. The 2028 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, which are presented net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2025 and 2024. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.
The 2028 Senior Notes mature on October 15, 2028, and are senior unsecured obligations of the Company that are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries. If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2028 Senior Notes were issued (the “2028 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2028 Senior Notes.
The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.
The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of December 31, 2025.
The following table provides additional information related to our 2028 Senior Notes as of December 31, 2025 and 2024 (in thousands):
| 2025 | 2024 | ||||||||||
Principal amount of 2028 Senior Notes | $ | 348,247 | $ | 349,137 | |||||||
| Less: Debt issuance costs | (2,731) | (3,599) | |||||||||
Net carrying amount of 2028 Senior Notes | $ | 345,516 | $ | 345,538 | |||||||
2022 Credit Agreement
On March 4, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the 2022 Credit Agreement, the Lenders provided Consensus with a senior secured revolving credit facility of $25.0 million with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the credit facility was scheduled to occur on March 4, 2027. On July 9, 2025, this credit facility was retired with no balance.
2025 Credit Agreement
On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”). Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”). The final maturity of the 2025 Credit Facility will occur on July 10, 2028, subject to limited customary accelerators. The Company incurred debt issuance costs of $1.7 million associated with the 2025 Credit Agreement, of which $0.6 million and $1.1 million have been allocated to the Revolving Credit Facility and the DDTL Facility, respectively.
Subject to the terms and conditions of the 2025 Credit Agreement, the Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. Borrowings under the DDTL Facility that are prepaid or repaid may not be reborrowed. Voluntary prepayments of loans and voluntary reductions of unused commitments under the 2025 Credit Agreement are permissible without penalty (other than customary interest breakage charges). The 2025 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions.
Commencing with the first full fiscal quarter ending after the DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25% of the initial aggregate principal amount borrowed on the DDTL Facility. The interest rates applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the total net leverage ratio (0.50% - 1.25% in the case of base rate loans and 1.50% - 2.25% in the case of SOFR loans). Due to the variable nature of these interest rates, the Company has determined that the carrying value of any borrowings under the 2025 Credit Facility approximates fair value. As of December 31, 2025, the Company had $150.0 million outstanding under the DDTL Facility and $64.0 million outstanding under the Revolving Credit Facility and the weighted-average interest rate on borrowings under the 2025 Credit Facility was 5.7%.
The 2025 Credit Agreement contains covenants that, subject to certain exceptions, restrict the Company’s ability to: (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments (including certain voluntary payments in respect of the Company’s 2028 Senior Notes); (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; (vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets. Additionally, the 2025 Credit Facility is subject to a maximum total net leverage ratio covenant and a minimum fixed charges coverage ratio covenant, in each case tested on a quarterly basis. The Company is in compliance with its covenants as of December 31, 2025.
The following table provides additional information related to our DDTL Facility as of December 31, 2025 (in thousands):
| 2025 | |||||
Principal amount of DDTL Facility | $ | 150,000 | |||
| Less: Debt issuance costs | (1,147) | ||||
Net carrying amount of DDTL Facility | $ | 148,853 | |||
Debt Repurchase Program
On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300 million and expires on November 9, 2026. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. During the years ended December 31, 2025 and 2024 the Company retired $15.7 million and $144.3 million, respectively, in principal of its senior notes under this program. Cumulatively as of December 31, 2025, $222.6 million in principal of the Company’s senior notes has been retired under this program. In connection with the Debt Repurchase Program, the Company reclassified $18.9 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2024 as the Company had the intention and cash on hand to extinguish this amount of debt within twelve months of the end of the reporting period.
For years ended December 31, 2025, 2024 and 2023 a (loss) gain on debt extinguishment of $(0.1) million, $6.6 million and $4.8 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Consolidated Statements of Income.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Apr 15, 2022 | |
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.