GoodRx Holdings, Inc.GDRX
GoodRx Holdings, Inc. Debt Disclosure
Debt
Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,
the "Credit Agreement") provided for (i) a $700.0 million term loan with a maturity date of October 10, 2025 (“First Lien Term
Loan Facility”); and (ii) a revolving credit facility for up to $100.0 million (the “Revolving Credit Facility”) with a maturity date
of July 11, 2025.
On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,
among other things, (i) establish a $500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)
extend the maturity on $88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain
covenants. The remaining $12.0 million of the Revolving Credit Facility not subject to the maturity extension matured on July
11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using all of
the proceeds from the 2024 Term Loan Facility (after giving effect to a $22.8 million cashless roll by continuing lenders) and
cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our
assets and 100% of the equity interest of GoodRx.
The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight
Financing Rate (“SOFR”), subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of
2.75%. Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $1.25 million beginning
with the quarter ended March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We
may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances
related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make
mandatory prepayments of the 2024 Term Loan Facility.
In connection with the Sixth Amendment, we recognized a $2.1 million loss on the extinguishment of debt related to the
write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred
related to the 2024 Term Loan Facility was $4.7 million, of which $2.7 million were expensed as incurred as other expense in
our consolidated statement of operations for the year ended December 31, 2024. The remaining third-party transaction costs
along with a $5.0 million original issue discount were presented as a reduction of debt, net on our consolidated balance
sheet as of December 31, 2025 and 2024.
The effective interest rate on our term loans for the years ended December 31, 2025, 2024, and 2023 was 8.55%,
9.05%, and 8.46%, respectively.
We had no borrowings against the Revolving Credit Facility as of December 31, 2025 and 2024. Borrowings under our
Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to
3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent
on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25%
to 0.50% per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the
Revolving Credit Facility has a fixed fronting fee of 0.125% per annum for aggregate undrawn and disbursed but
unreimbursed letters of credit.
We had outstanding letters of credit issued against the Revolving Credit Facility for $7.8 million and $8.3 million as of
December 31, 2025 and 2024, respectively, which reduces our available borrowings under the Revolving Credit Facility. The
outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding
amount per year, commencing in 2023.
Our debt balance is as follows:
December 31, | |||
(in thousands) | 2025 | 2024 | |
Principal balance under 2024 Term Loan Facility | $495,000 | $500,000 | |
Less: Unamortized debt issuance costs and discounts | (6,736) | (8,289) | |
$488,264 | $491,711 | ||
As of December 31, 2025, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage
Ratio not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the Revolving Credit Facility exceed a
specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit
Agreement. Additionally, GoodRx is restricted from making dividend payments, loans, or advances to us. At December 31,
2025, we were in compliance with our covenants.
The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31,
2025:
(in thousands) | |
Year Ending December 31, | |
2026 | $5,000 |
2027 | 5,000 |
2028 | 5,000 |
2029 | 480,000 |
Total principal payments | $495,000 |
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.