Debt
Note Purchase and Private Shelf Agreement
On July 22, 2022, the Company entered into a Note Purchase and Private Shelf Agreement (as subsequently amended, the "Note Purchase Agreement") with PGIM, Inc. ("Prudential") and the purchasers of the Series A and Series B Senior Notes (as defined below). The Note Purchase Agreement provides for issuance of senior promissory notes with an aggregate principal amount of up to $200.0 million through September 18, 2026.
Pursuant to the Note Purchase Agreement, on July 22, 2022, the Company issued $125.0 million aggregate principal amount of 5.15% Series A Senior Notes Due July 22, 2034 (collectively, the "Series A Notes”), and on September 18, 2023, the Company issued a $50.0 million aggregate principal amount 6.21% Series B Senior Note ("Series B Note") due July 22, 2034.
The Series A and B Notes are senior unsecured obligations of the Company and rank pari passu with the Company’s Amended and Restated Credit Agreement.
Principal payments on the Series A Notes are required annually beginning on July 22, 2030 in equal installments of $25.0 million through July 22, 2034.
Principal payments on the Series B Note are required annually beginning on July 22, 2030 in equal installments of $10.0 million through July 22, 2034.
Credit Agreement
On July 22, 2022, the Company entered into an Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent and as issuing bank, Truist Bank, as syndication agent, and the lenders party thereto (collectively, the "Lenders"). The Amended and Restated Credit Agreement provides the Company with a $100.0 million senior unsecured revolving credit facility (the "Credit Facility"), with the option to increase the aggregate commitment by $30.0 million. The Company is required to pay a Commitment Fee Rate (as defined therein) of 0.25% on the average daily amount of the Available Revolving Commitment (as defined therein). Borrowings under the Credit Agreement may be used for general corporate purposes (which may include, without limitation, to fund future growth, to finance working capital needs, to fund capital expenditures, and to refinance, redeem or repay indebtedness). During the year ended December 31, 2025, the Company drew down $40.0 million from the Credit Facility.
The loans under the Amended and Restated Credit Agreement bear interest, at the Company's option, at a rate equal to the Adjusted Term SOFR Rate (as defined therein) plus 1.625% or the Alternate Base Rate (as defined therein) plus 0.625%. For the year ended December 31, 2025, the annual weighted-average interest rate of borrowings under the Credit Facility was 5.83%.
The following table presents the Company's outstanding debt as of December 31, 2025 and 2024:
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| | | | | | | | |
| | Issuance | | Maturities | | December 31, 2025 | | December 31, 2024 |
| | | | | | (in thousands) |
| Credit Facility | | Various | | 7/22/2027 | | $ | 51,000 | | | $ | 11,000 | |
5.15% Series A Notes | | 7/22/2022 | | 7/22/2034 | | 125,000 | | | 125,000 | |
6.21% Series B Note | | 9/18/2023 | | 7/22/2034 | | 50,000 | | | 50,000 | |
| Less: Unamortized debt issuance costs | | | | | | (1,603) | | | (1,878) | |
| Total debt | | | | | | $ | 224,397 | | | $ | 184,122 | |
Interest paid under both agreements totaled $10.4 million, $10.3 million and $10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table summarizes the future principal payments on outstanding debt as of December 31, 2025:
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| Years Ending December 31, | | Senior Notes | | Credit Facility | | Total |
| | (in thousands) |
| 2026 | | $ | — | | | $ | — | | | $ | — | |
| 2027 | | — | | | 51,000 | | | 51,000 | |
| 2028 | | — | | | — | | | — | |
| 2029 | | — | | | — | | | — | |
| 2030 | | 35,000 | | | — | | | 35,000 | |
| 2031 and thereafter | | 140,000 | | | — | | | 140,000 | |
| Total principal payments | | $ | 175,000 | | | $ | 51,000 | | | $ | 226,000 | |
Both the Note Purchase Agreement and the Amended and Restated Credit Agreement contain representations and affirmative and negative covenants, including financial covenants customary for agreements of this type, as well as customary events of default provisions. In December 2025, the covenants limiting restricted payments under the Note Purchase Agreement and Amended and Restated Credit Agreement were amended to allow the Company to make restricted payments so long as at the time of the declaration of such restricted payment, no event of default under the Note Purchase Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such restricted payment if such restricted payment were to be made at such time of declaration.
As of December 31, 2025, the Company was in compliance with all of its financial covenants under both the Note Purchase Agreement and the Credit Facility.