Graham Holdings CoGHC
Graham Holdings Co Debt Disclosure
DEBT
____________
The Company’s borrowings consist of the following:
| As of December 31 | |||||||||||||||||||||||||||||
| (in thousands) | Maturities | Stated Interest Rate | Effective Interest Rate | 2025 | 2024 | ||||||||||||||||||||||||
5.625% Unsecured notes (1) | 2033 | 5.625% | 5.625% | $ | 493,625 | $ | — | ||||||||||||||||||||||
5.75% Unsecured notes (2) | 2026 | 5.75% | 5.75% | — | 398,985 | ||||||||||||||||||||||||
| Revolving credit facility | 2030 | 5.10% - 7.88% | 5.76% | 222,466 | 62,836 | ||||||||||||||||||||||||
Term loan (3) | 2027 | 5.81% - 6.21% | 6.22% | — | 140,099 | ||||||||||||||||||||||||
Real estate term loan (4) | 2028 | 5.62% - 6.10% | 6.05% | 91,836 | 70,795 | ||||||||||||||||||||||||
Capital term loan (5) | 2028 | 6.37% - 6.85% | 6.82% | 64,079 | 56,770 | ||||||||||||||||||||||||
| Other indebtedness | 2026 - 2027 | 5.50% - 8.00% | 8,750 | 18,707 | |||||||||||||||||||||||||
| Total Debt | 880,756 | 748,192 | |||||||||||||||||||||||||||
| Less: current portion | (175,138) | (26,577) | |||||||||||||||||||||||||||
| Total Long-Term Debt | $ | 705,618 | $ | 721,615 | |||||||||||||||||||||||||
(1) The carrying value is net of $6.4 million of unamortized debt issuance costs as of December 31, 2025.
(2) The carrying value is net of $1.0 million of unamortized debt issuance costs as of December 31, 2024. Unsecured notes were redeemed in November 2025.
(3) The carrying value is net of $0.5 million of unamortized debt issuance costs as of December 31, 2024. Term loan was repaid in November 2025.
(4) The carrying value is net of $0.1 million of unamortized debt issuance costs as of December 31, 2025 and 2024.
(5) The carrying value is net of $0.5 million and $0.6 million of unamortized debt issuance costs as of December 31, 2025 and 2024, respectively.
On November 24, 2025, the Company issued $500 million of senior unsecured fixed-rate notes due December 1, 2033 (the Notes). The Notes are guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company's existing and future domestic subsidiaries, as described in the terms of the indenture, dated as of November 24, 2025 (the Indenture). The Notes have a coupon rate of 5.625% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2026. The Company may redeem the Notes in whole or in part at any time at the respective redemption prices described in the Indenture.
In combination with the issuance of the Notes, the Company amended and restated the Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, to, among other things, (i) increase the Company’s borrowing capacity by replacing the existing revolving commitments with a new revolving credit facility in the aggregate principal amount of $400 million, (ii) extend the maturity of the facility to November 24, 2030, and (iii) increase the letter of credit sublimit to $40 million.
The Company used the net proceeds from the sale of the Notes, together with borrowings under the new revolving credit facility, to (i) redeem the $400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company's existing $150 million term loan.
At December 31, 2025, the fair value of the Company’s $500 million of 5.625% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $504.0 million. At December 31, 2024, the fair value of the Company’s $400 million of 5.75% unsecured notes, based on quoted market prices (Level 2 fair value assessment) totaled $398.9 million.
The outstanding balance on the Company’s $400 million unsecured revolving credit facility was $222.5 million as of December 31, 2025, consisting of U.S. dollar borrowing of $155.0 million with interest payable at SOFR plus 1.375% and British Pound (GBP) borrowings of £50.0 million with interest payable at Daily Sterling Overnight Index Average (SONIA) plus 1.375%.
On September 26, 2023, the Company’s automotive subsidiary entered into a credit agreement with Truist Bank that includes a delayed draw term loan under which the proceeds may be used to (i) finance the acquisition of automobile dealerships (delayed draw capital loan), and (ii) finance the acquisition of real estate (delayed draw real estate loan). The delayed draw term loan bears interest at variable rates based on SOFR plus an applicable margin based on the type of delayed draw term loan requested. On September 24, 2025, the Company executed an amendment to extend the delayed draw term loan availability to November 10, 2025. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations. The real estate term loan is payable in monthly installments of $0.4 million and bears interest at variable rates based on SOFR plus 1.75% per
annum, and the capital term loan is payable in monthly installments of $0.7 million and bears interest at variable rates based on SOFR plus an applicable margin.
The automotive subsidiary used the net proceeds from the new credit agreement in 2023 to repay the outstanding balances of the previously issued commercial notes. The previous interest rate swap agreements were also terminated resulting in realized gains of $4.6 million that reduced interest expense during the third quarter of 2023.
The fair value of the Company’s other debt, which is based on Level 2 inputs, approximates its carrying value as of December 31, 2025 and 2024. The Company is in compliance with all financial covenants of the revolving credit facility and term loans as of December 31, 2025.
During 2025 and 2024, the Company had average borrowings outstanding of approximately $834.2 million and $804.7 million, respectively, at average annual interest rates of approximately 6.0% and 6.3%, respectively. The Company incurred net interest expense of $110.5 million, $176.3 million and $56.2 million during 2025, 2024 and 2023, respectively.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded interest expense of $54.5 million, $119.3 million and $10.1 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. The fair value of the mandatorily redeemable noncontrolling interest was based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined by reference to either a discounted cash flow or EBITDA multiple, which approximates fair value (Level 3 fair value assessment) (see Notes 3 and 12).
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.