KinderCare Learning Companies, Inc. Debt Disclosure
Long-term debt included the following (in thousands):
|
|
January 3, 2026 |
|
|
December 28, 2024 |
|
||
First lien term loans |
|
$ |
957,153 |
|
|
$ |
966,797 |
|
Debt issuance costs, net |
|
|
(29,608 |
) |
|
|
(40,827 |
) |
Total debt |
|
|
927,545 |
|
|
|
925,970 |
|
Current portion of long-term debt |
|
|
(9,620 |
) |
|
|
(7,251 |
) |
Long-term debt, net |
|
$ |
917,925 |
|
|
$ |
918,719 |
|
Senior Secured Credit Facilities—As of January 3, 2026, the Company's credit agreement, dated as of June 12, 2023 (as subsequently amended and restated) (the “Credit Agreement”) included $1,224.5 million senior secured credit facilities which consisted of a $962.0 million first lien term loan (the “First Lien Term Loan Facility”) and a $262.5 million revolving credit facility (“First Lien Revolving Credit Facility”) (collectively, the “Senior Secured Credit Facilities”). As of December 28, 2024, pursuant to the October 2024 amendments to the Senior Secured Credit Facilities, the Company's Credit Agreement included $1,206.8 million Senior Secured Credit Facilities which consisted of a $966.8 million First Lien Term Loan Facility and a $240.0 million First Lien Revolving Credit Facility.
In March 2024, the Company issued an incremental first lien term loan of $265.0 million through an amendment to the Credit Agreement. The amendment increased the required quarterly principal payments on the First Lien Term Loan Facility to $4.0 million.
In April 2024, the Company entered into a repricing amendment to the Credit Agreement. As of the effective date of the amendment, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.50%.
In October 2024, concurrently with the consummation of the IPO, the Company entered into an amendment to the Credit Agreement to increase commitments under the First Lien Revolving Credit Facility to $240.0 million and extend the maturity date of $225.0 million of commitments. The maturity date of the remaining $15.0 million of non-extended commitments under the First Lien Revolving Credit Facility was unchanged. Additionally, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.25% as a result of the Company's IPO. Subsequently, in October 2024, the Company repaid $608.0 million of outstanding principal on the First Lien Term Loan Facility utilizing the net proceeds from the IPO and, in conjunction, entered into a repricing amendment to the Credit Agreement. The repricing amendment decreased the required quarterly principal payments on the First Lien Term Loan Facility to $2.4 million. Also, as of the effective date of the repricing amendment, the applicable rate for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were further reduced by 1.25%.
In February 2025, the Company entered into an amendment to the Credit Agreement to increase the total commitments under the First Lien Revolving Credit Facility by a net amount of $22.5 million as well as reclassify and extend $5.0 million of the previously non-extended commitments. The total borrowing capacity of the First Lien Revolving Credit
Facility increased to $262.5 million, with $252.5 million of extended commitments and $10.0 million of non-extended commitments. All other terms under the Credit Agreement remain unchanged as a result of the amendment.
In July 2025, the Company entered into a repricing amendment to the Credit Agreement. As of the effective date of the amendment, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.50%. As a result of the amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to the (“SOFR”) plus 2.75% per annum. In addition, amounts drawn under the First Lien Revolving Credit Facility bear interest at plus an applicable rate between 2.00% and 2.50% per annum, based on a pricing grid of the Company's First Lien Term Loan Facility net leverage ratio. All other terms under the Credit Agreement remain unchanged as a result of the amendment.
Principal payments on the First Lien Term Loan Facility are payable in arrears on the last business day of each calendar year quarter, with the final payment of the remaining principal balance due in June 2030 when the First Lien Term Loan Facility matures. Interest payments on the Senior Secured Credit Facilities are payable in arrears on the last business day of each calendar year quarter. The extended commitments under the First Lien Revolving Credit Facility mature in October 2029, while the non-extended commitments have a maturity date of June 2028.
The Credit Agreement allows for letters of credit to be drawn against the current borrowing capacity of the First Lien Revolving Credit Facility, capped at $172.5 million. The Company pays certain fees under the First Lien Revolving Credit Facility, including a fronting fee on outstanding letters of credit of 0.125% per annum and a commitment fee on the unused portion of the First Lien Revolving Credit Facility at a rate between 0.25% and 0.50% per annum, based on a pricing grid of the Company's First Lien Term Loan Facility net leverage ratio. Additionally, fees on the outstanding letters of credit bear interest at a rate equal to the applicable rate for amounts drawn under the First Lien Revolving Credit Facility.
All obligations under the Credit Agreement are secured by substantially all the assets of the Company and its subsidiaries. The Credit Agreement contains various financial and nonfinancial loan covenants and provisions. The Company's financial loan covenant is a quarterly maximum First Lien Term Loan Facility net leverage ratio. The First Lien Term Loan Facility net leverage ratio is required to be tested only if, on the last day of each fiscal quarter, the amount of revolving loans outstanding under the First Lien Revolving Credit Facility, excluding all letters of credit, exceeds 35% of total revolving commitments on such date. Nonfinancial loan covenants restrict the Company’s ability to, among other things, incur additional debt; make fundamental changes to the business; make certain restricted payments, investments, acquisitions, and dispositions; or engage in certain transactions with affiliates. As of January 3, 2026 and December 28, 2024, the Company was in compliance with the covenants of the Credit Agreement.
An annual calculation of excess cash flows determines if the Company will be required to make a mandatory prepayment on the First Lien Term Loan Facility. Mandatory prepayments would reduce future required quarterly principal payments. The excess cash flow calculation required as of January 3, 2026 and December 28, 2024 did not require a mandatory prepayment on the First Lien Term Loan Facility.
As of January 3, 2026, the Company had no outstanding borrowings on the First Lien Revolving Credit Facility and had an available borrowing capacity of $189.7 million after giving effect to the outstanding letters of credit under the Credit Agreement of $72.8 million. Additionally, as of December 28, 2024, the Company had no outstanding borrowings on the First Lien Revolving Credit Facility and had an available borrowing capacity of $184.2 million after giving effect to the outstanding letters of credit under the Credit Agreement of $55.8 million.
The Company capitalized original issue discount and debt issuance costs of $0.3 million during the fiscal year ended January 3, 2026, related to the February 2025 and July 2025 amendments to the Credit Agreement. The Company capitalized original issue discount and debt issuance costs of $1.8 million during the fiscal year ended December 28, 2024, related to the 2024 amendments to the Credit Agreement. Additionally, the Company capitalized debt issuance costs of $73.6 million during the fiscal year ended December 30, 2023, related to the 2023 refinancing. These costs are being amortized over the terms of the related debt instruments and amortization expense is included within interest expense in the consolidated statements of operations and comprehensive (loss) income.
The Company recognized a $5.4 million loss on extinguishment of debt during the fiscal year ended January 3, 2026 related to the of the July 2025 amendment and a $25.7 million loss during the fiscal year ended December 28, 2024 related to the 2024 amendments. These losses on extinguishment of debt are related to the unamortized original issue discount and deferred financing costs that were written off in connection with certain lenders that had reduced principal holdings or did not participate in the loan syndication as a result of the respective amendments to the Credit
Agreements. Additionally, the Company recognized a $4.4 million loss on extinguishment of debt during the fiscal year ended December 30, 2023 related to the unamortized deferred financing costs that were written off in connection with the term loans and senior secured notes that were extinguished in 2023. Losses from extinguishment of debt are recognized in interest expense in the consolidated statements of operations and comprehensive (loss) income.
The following table presents the amount of amortization expense of debt issuance costs (in thousands):
|
|
Fiscal Years Ended |
|
|||||||||
|
|
January 3, 2026 |
|
|
December 28, 2024 |
|
|
December 30, 2023 |
|
|||
Amortization expense of debt issuance costs |
|
$ |
6,102 |
|
|
$ |
6,830 |
|
|
$ |
8,482 |
|
Future principal payments on long-term debt as of January 3, 2026 are as follows (in thousands):
2026 |
|
$ |
9,620 |
|
2027 |
|
|
9,620 |
|
2028 |
|
|
9,620 |
|
2029 |
|
|
7,215 |
|
2030 |
|
|
921,078 |
|
|
|
$ |
957,153 |
|
Other Credit Facilities—In February 2024, the Company entered into a credit facilities agreement (the "LOC Agreement") which allows for $20.0 million in letters of credit to be issued. The Company pays certain fees under the LOC Agreement, including fees on the outstanding balance of letters of credit at a rate of 5.95% per annum and fees on the unused portion of letters of credit at a rate of 0.25% per annum. Fees on the letters of credit are payable in arrears on the last business day of each March, June, September, and December. The LOC Agreement matures in December 2026. Upon entering into the LOC Agreement, the Company issued $20.0 million in letters of credit and cancelled $16.7 million of outstanding letters of credit under the First Lien Revolving Credit Facility. The Company had $20.0 million outstanding letters of credit under the LOC Agreement as of January 3, 2026 and December 28, 2024.
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.