CSW INDUSTRIALS, INC.CSW
CSW INDUSTRIALS, INC. Debt Disclosure
LONG-TERM DEBT AND COMMITMENTS
Debt consists of the following (in thousands):
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Revolving Credit Facility, interest rate of 5.42% (a) and N/A (b) | $ | 279,000 | $ | — | ||||||||||
Senior Secured Term Loan A, interest rate of 5.29% (a) and N/A (b) | 592,500 | — | ||||||||||||
| Total debt, gross | 871,500 | — | ||||||||||||
| Less: Current portion | (29,458) | — | ||||||||||||
| Less: Deferred TLA financing costs, net of amortization | (2,206) | — | ||||||||||||
| Long-term debt | $ | 839,836 | $ | — | ||||||||||
(a) Represents the interest rate effective on March 31, 2026, including the impact from the interest rate swap discussed in Note 11.
(b) Interest rate effective on March 31, 2025 was not applicable due to there being no outstanding balance under the Revolving Credit Facility and the non-existence of the Senior Secured Term Loan A at that date.
Revolving Credit Facility Agreement
On December 11, 2015, we entered into a five-year $250.0 million Revolving Credit Facility agreement, with an additional $50.0 million accordion feature, with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The Revolving Credit Facility agreement was subsequently amended on December 1, 2020 ("First Credit Agreement") and May 18, 2021 (the “Second Credit Agreement”). The term "Revolving Credit Facility" (or "RCF") as used throughout this document refers to the First Credit Agreement, the Second Credit Agreement and the Second Amendment, the Third Credit Agreement and the Fourth Credit Agreement, as applicable.
On December 15, 2022, the Company entered into an Incremental Assumption Agreement No. 1 and Amendment No. 2 to the Second Credit Agreement (the “Second Amendment”) to utilize a portion of the accordion feature, thus increasing the commitment to $500.0 million, and concurrently reducing the available incremental accordion to $50.0 million. The Second Amendment also replaced the previously used LIBOR Rate with individualized metrics based on the specific denomination of borrowings, including a metric based on Term SOFR (as defined in the Second Credit Agreement) for borrowings denominated in U.S. Dollars. The Company incurred a total of $0.7 million in underwriting fees, which are being amortized over the remaining term of the RCF.
On May 2, 2025, we entered into a Third Amended and Restated Credit Agreement (the “Third Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, and the lenders, issuing banks and swingline lender party thereto. The Third Credit Agreement provides for a $700.0 million RCF that contains a $30.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swingline loans, with an additional $250.0 million accordion feature. The Third Credit Agreement is scheduled to mature on May 2, 2030. The Company incurred a total of $2.7 million in financing fees, including underwriting fees, which will be amortized over the life of the Third Credit Agreement. Borrowings under the Third Credit Agreement bear interest at either base rate plus between 0.25% to 1.5% or the adjusted term SOFR rate plus between 1.25% to 2.5%, based on the Company’s leverage ratio calculated on a quarterly basis. The base rate is described in the Third Credit Agreement as the highest of (i) the Federal Reserve Bank of New York effective rate plus 0.5%, (ii) the prime rate quoted by The Wall Street Journal, and (iii) the one-month adjusted term SOFR rate plus 1.0%. We pay a commitment fee between 0.15% to 0.4% based on the Company's leverage ratio for the unutilized portion of this facility. Interest and commitment fees are payable monthly and quarterly, respectively, and the outstanding principal balance is due at the maturity date. The Third Credit Agreement is secured by a first priority lien on substantially all tangible and intangible assets and stock issued by the Company and its material domestic subsidiaries, subject to specified exceptions, and 65% of the voting equity interests in its first-tier foreign subsidiaries.
On November 4, 2025, we entered into a Fourth Amended and Restated Credit agreement (the "Fourth Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent, and the lenders, issuing banks and swingline lender party thereto. The Fourth Credit Agreement, among other things, provides for: (i) the continuation of the existing RCF in the aggregate principal committed amount of up to $700.0 million; (ii) the extension of the maturity date of the RCF until November 4, 2030; and (iii) the establishment of a new senior secured term loan “A” credit facility (the “TLA”) in an aggregate principal amount of $600.0 million, and having a maturity date of November 4, 2030.
During the year ended March 31, 2026, we borrowed $505.7 million and repaid $226.7 million under the RCF. As of March 31, 2026 and 2025, we had $279.0 million and $0.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the RCF (net of credit utilization) of $419.7 million and $498.7 million, respectively. The financial covenants contained in the RCF require the maintenance of a maximum leverage ratio of 3.50 to 1.00, subject to a temporary increase to 4.00 to 1.00 for 18 months following the consummation of permitted acquisitions with consideration in excess of certain threshold amounts set forth in the RCF. The RCF Agreement also requires the maintenance of a minimum interest coverage ratio of 3.00 to 1.00, the calculations and terms of which are defined in the RCF Agreement. Covenant compliance is tested quarterly, and we were in compliance with all covenants as of March 31, 2026.
Senior Secured Term Loan A
On November 4, 2025, we entered into the Fourth Credit Agreement, as aforementioned, which established the TLA to finance a portion of the purchase price of the MARS Parts acquisition (including payment of related fees, premiums, expenses and other transaction costs) as discussed in Note 2. The Company incurred a total of $2.4 million in financing fees, including underwriting fees, which will be amortized over the life of the Fourth Credit Agreement. The deferred financing fees are recorded in our consolidated balance sheets in long-term debt and the current portion of long-term debt. The TLA amortizes in equal quarterly installments of 1.25% of the initial aggregate principal amount of the TLA or $7.5 million, with the total outstanding balance due in full on maturity of November 4, 2030. Borrowings under the TLA bear interest at either base rate plus between 0.25% to 1.5% or the adjusted term SOFR rate plus between 1.25% to 2.5%, based on the Company’s leverage ratio calculated on a quarterly basis. As of March 31, 2026, the TLA had $592.5 million in principal amount outstanding.
Interest payments on the first $300.0 million borrowing under the TLA are hedged under an interest rate swap agreement as described in Note 11.
Future Minimum Debt Payments
Future minimum debt payments are as follows for years ending March 31 (in thousands):
| 2027 | $ | 30,000 | ||||||
| 2028 | 30,000 | |||||||
| 2029 | 30,000 | |||||||
| 2030 | 30,000 | |||||||
| 2031 | 751,500 | |||||||
| Total | $ | 871,500 | ||||||
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 26, 2026 | Showing above |
| 2024 | May 23, 2024 | |
| 2023 | May 25, 2023 | |
| 2022 | May 18, 2022 | |
| 2021 | May 20, 2021 | |
| 2020 | May 20, 2020 | |
| 2019 | May 22, 2019 | |
| 2018 | May 30, 2018 | |
| 2017 | Jun 14, 2017 | |
| 2016 | Jun 8, 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.