MediaAlpha, Inc.MAX
MediaAlpha, Inc. Debt Disclosure
Long-term debt
On July 29, 2021, QuoteLab, LLC (“Borrower”) and QLH entered into an amendment (the “First Amendment”) to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Credit Agreement”). The Credit Agreement provided for a new senior secured term loan facility in an aggregate principal amount of $190.0 million (the "2021 Term Loan Facility"), the proceeds of which were used to refinance all $186.4 million of the existing term loans outstanding and the unpaid interest thereon as of the date of the First Amendment, to pay fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of $50.0 million (the “2021 Revolving Credit Facility” and, together with the 2021 Term Loan Facility, the “2021 Credit Facilities”), which replaced the existing revolving credit facility under the 2020 Credit Agreement. The obligations under the 2021 Credit Facilities are guaranteed by QLH and secured by substantially all assets of QLH and Borrower. Borrowings under the Credit Agreement bore interest at a rate equal to, at the option of the Borrower, the LIBOR plus an applicable margin, with a floor of 0.00%, or base rate plus an applicable margin. The applicable margins were based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Credit Agreement (the “Leverage Ratio”) for the prior fiscal quarter
and range from 2.00% to 2.75% with respect to the London interbank offered rate and from 1.00% to 1.75% with respect to the base rate.
On June 8, 2023, the Borrower and QLH entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement, (as amended by the Second Amendment, the “Existing Credit Agreement”). The Second Amendment amended the Credit Agreement, effective on the amendment date, to, among other things, replace the existing LIBOR based rate applicable to the 2021 Credit Facilities with a SOFR with a credit spread adjustment of 0.10% per annum and a floor of 0.00%, effective on the amendment date, as the interest rate benchmark. Borrowings under the Existing Credit Agreement will continue to bear interest at a rate equal to, at the option of the Borrower, the Term SOFR or Daily Simple SOFR (each as defined in the Existing Credit Agreement), plus an applicable margin, with a floor of 0.00%, or the base rate plus an applicable margin. The applicable margins will be based on the Company’s consolidated total net leverage ratio as calculated under the terms of the Existing Credit Agreement for the prior fiscal quarter and range from 2.00% to 2.75% with respect to the Term SOFR or Daily Simple SOFR and from 1.00% to 1.75% with respect to the base rate. As of December 31, 2025, the Company’s interest rates on the outstanding borrowings under the 2021 Term Loan Facility and 2021 Revolving Credit Facility were 6.08%.
The Second Amendment did not impact the Company's outstanding debt or related debt covenants. The Second Amendment did not result in any additional cash proceeds or changes in commitment amounts. The Second Amendment has been accounted for as a continuation of the existing agreement in accordance with ASC 848 — Reference Rate Reforms and any third-party costs were expensed as incurred and included in general and administrative expenses in the consolidated statements of operations.
On August 4, 2025 ("Effective Date"), the Borrower and QLH entered into a Third Amendment (the “Third Amendment”) to the Existing Credit Agreement (as amended by the Third Amendment, the “Amended Credit Agreement”), pursuant to which lenders representing $138.1 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date agreed to extend the maturity date by one year, to July 29, 2027 ("Extended Term Loans"). The remaining $13.3 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility, as of the Effective Date (the “Non-Extended Term Loans” and, together with the Extended Term Loans, the “Term Loans”) will mature on July 29, 2026. Also, as of the Effective Date, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolving Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity date by one year, to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026.
The Third Amendment was treated as a debt modification and the costs associated with the modification were not material to the consolidated financial statements. The Third Amendment did not impact the covenants or other terms and conditions under the Existing Credit Agreement and did not result in any additional cash proceeds to the Company. The Company is currently negotiating a refinancing of these credit facilities, and expects to complete by the end of the first quarter of 2026.
The 2021 Credit Facilities are collateralized by substantially all of the Company’s assets and contain certain financial and non-financial covenants. The financial covenants include a minimum Fixed Charge Coverage Ratio of 1.15:1 and a maximum Total Net Leverage Ratio of 4.0:1, which may be increased subject to certain conditions (in each case, as defined in the Amended Credit Agreement). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. The Amended Credit Agreement contains customary affirmative and negative covenants and default provisions. As of December 31, 2025, the Company was in compliance with all covenants under the 2021 Credit Facilities.
The Term Loans amortize quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25% of the aggregate principal amount of the Term Loans initially made on July 29, 2021. The 2021 Revolving Credit Facility does not amortize and will mature on July 29, 2026 with respect to the Non-Extended revolving commitments and July 29, 2027 with respect to the Extended revolving commitments. Accordingly, the amount of mandatory quarterly principal payable amount under the 2021 Term Loan due and revolving commitments drawn that mature within the next twelve months has been classified within the current portion of long-term debt and the remaining balance as long-term debt, net of current portion on the consolidated balance sheets.
The 2021 Term Loan Facility also requires mandatory prepayments of principal in the amount of any Excess Cash Flow (as defined in the 2021 Credit Facilities) on an annual basis. The Company generated Excess Cash Flow for the year ended December 31, 2023, and prepaid approximately $3.0 million of the principal under the 2021 Term Loan Facility during
the year ended December 31, 2024. For the year ended December 31, 2025 and 2024, the Company did not generate any Excess Cash Flows.
The First Amendment to the 2021 Term Loan Facility was treated as a debt modification and the Company capitalized $0.6 million of deferred financing costs classified within the current portion of long-term debt and long-term debt, net of current portion, on the consolidated balance sheets, which costs will be amortized over the term of the 2021 Term Loan Facility. Third-party costs allocated to the 2021 Term Loan facility were recorded as other (income) expense, net in the consolidated statements of operations. Third-party costs and fees paid to lender allocated to the 2021 Revolving Credit Facility of $0.2 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheets and are amortized over the term of the 2021 Revolving Credit Facility.
Long-term debt consisted of the following:
| As of | |||||||||||
| (in thousands) | December 31, 2025 | December 31, 2024 | |||||||||
| 2021 Term Loan Facility | $ | 148,953 | $ | 158,453 | |||||||
| 2021 Revolving Credit Facility | 5,000 | 5,000 | |||||||||
Unamortized debt issuance costs | (544) | (1,008) | |||||||||
| Total debt | $ | 153,409 | $ | 162,445 | |||||||
Less: current portion, net of debt issuance cost of $357 and $651, respectively | (21,807) | (8,849) | |||||||||
| Total long-term debt | $ | 131,602 | $ | 153,596 | |||||||
The expected future principal payments for all borrowings as of December 31, 2025 were as follows:
| (in thousands) | Contractual maturity | ||||
| 2026 | $ | 22,164 | |||
| 2027 | 131,789 | ||||
| 153,953 | |||||
| Unamortized debt issuance costs | (544) | ||||
| Total debt | $ | 153,409 | |||
The Company incurred interest expense on the 2021 Term Loan Facility of $10.4 million, $13.3 million, and $14.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facilities of $0.7 million, $0.8 million, and $0.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025 and 2024, unamortized deferred debt issuance costs amounted to $0.5 million and $1.0 million, respectively.
As of December 31, 2025, the Company’s borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million, which carries a commitment fee that is based on the Company’s consolidated total net leverage ratio and ranges from 0.25% to 0.50%. The commitment fee on the unused portion of the 2021 Revolving Credit Facility was 0.25% as of December 31, 2025. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.5 million, $0.6 million, and $0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Accrued interest as of December 31, 2025 and 2024 was $2.4 million and $2.9 million, respectively, and is included within accrued expenses on the consolidated balance sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 15, 2021 | |
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.