Medline Inc.MDLN
Medline Inc. Debt Disclosure
CREDIT AGREEMENTS AND BORROWINGS
(1) Consists of a portion of the secured Dollar Term Loans bearing variable interest rate.
The Company’s current portion of long-term borrowings and other short-term borrowings consists of the following as of:
(in millions) | December 31, 2025 | December 31, 2024 | |||||||||
Current portion of long-term debt (1) | $ | 76 | $ | 76 | |||||||
| Other short-term debt | 1 | 2 | |||||||||
| Total | $ | 77 | $ | 78 | |||||||
The long-term borrowings and the effective interest rates are summarized as follows as of:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Maturity dates by fiscal year | Amount (in millions) | Average effective interest rate | Amount (in millions) | Average effective interest rate | |||||||||||||||||||||||||
| Long-term borrowings | |||||||||||||||||||||||||||||
| Unsecured debt | |||||||||||||||||||||||||||||
| Fixed | 2029 | $ | 2,500 | 5.61 | % | $ | 2,500 | 5.61 | % | ||||||||||||||||||||
| Total unsecured debt | 2,500 | 2,500 | |||||||||||||||||||||||||||
| Secured debt | |||||||||||||||||||||||||||||
| Fixed | 2029 | 6,000 | 4.79 | % | 6,000 | 4.66 | % | ||||||||||||||||||||||
Variable (euro-denominated) (1) | — | — | — | % | 645 | 6.68 | % | ||||||||||||||||||||||
| Variable | 2026 - 2030 | 4,255 | 7.10 | % | 7,612 | 8.74 | % | ||||||||||||||||||||||
| Total secured debt | 10,255 | 14,257 | |||||||||||||||||||||||||||
| Total debt | 12,755 | 16,757 | |||||||||||||||||||||||||||
| Less: amounts due within one year | (76) | (76) | |||||||||||||||||||||||||||
Total other (2) | (195) | (265) | |||||||||||||||||||||||||||
| Total Long-term borrowings | $ | 12,484 | $ | 16,416 | |||||||||||||||||||||||||
(1) Includes exchange rate adjustments.
(2) Includes $41 million of embedded derivative related to the Dollar Term Loans and deferred financing costs.
Long-Term Debt
Senior Secured and Unsecured Notes
During 2021, the Company issued senior secured notes with a principal amount of $4,500 million, at a fixed rate of 3.875% and maturity date of April 1, 2029 and senior unsecured notes with a principal amount of $2,500 million at a fixed rate of 5.250% with a maturity date of October 1, 2029.
During 2024, the Company issued senior secured notes with a principal amount of $1,500 million at a fixed rate of 6.250% and a maturity date of April 1, 2029.
Interest on all aforementioned senior secured and unsecured notes is payable in cash on a semi-annual basis, with payments made in arrears on April 1 and October 1 of each calendar year.
Term Loan Facilities
During 2021, the Company borrowed $7,270 million under a senior secured term loan facility (the “Dollar Term Loans”), in addition to €435 million under a separate euro-denominated senior secured term loan facility (the “Euro Term Loans”), both established under a credit agreement (the “Credit Agreement”). The Credit Agreement permits the Company, at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in an aggregate principal amount of up to (a) the greater of (1) $2,375 million and (2) an amount equal to 100% of the Company’s trailing consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, on a pro forma basis plus (b) certain additional amounts based on satisfaction of a certain consolidated first lien net leverage ratio and subject to certain other customary conditions.
During 2024, the Credit Agreement underwent three separate amendments. These amendments resulted in an increase of $520 million in the principal amount of the Dollar Term Loans, as well as an increase of €185 million in the aggregate principal amount of the Euro Term Loans. In addition, pursuant to the amendments, the applicable interest rate margins were lowered, resulting in a variable interest rate of Secured Overnight Financing Rate (“SOFR”) plus a spread of 2.25% for the Dollar Term Loans, and a variable interest rate of EURO Interbank offer Rate plus an applicable spread ranging from 2.25% to 2.75% based on certain of the Company’s debt ratios for the Euro Term Loans.
On July 31, 2025, the Credit Agreement was amended to reduce the margin spread and to extend the maturity of certain obligations. Pursuant to the amendment, all of the Dollar Term Loans are subject to a margin spread of SOFR plus 2.00%. The principal amount of the Dollar Term Loans equal to $4,074 million will mature on October 21, 2028, which remained unchanged, while the principal amount of the Dollar Term Loans equal to $3,500 million will mature on October 23, 2030, extended from the original maturity date.
On December 18, 2025, the Company used a portion of the proceeds from the IPO to prepay a portion of the Dollar Term Loans with a maturity date of October 21, 2028 in the amount of $3,281 million and all of the outstanding principal of the Euro Term Loans, equivalent to $730 million. Per the terms of the Credit Agreement, the completion of the IPO also triggered a reduction in variable interest rate of 0.25%, resulting in a variable interest rate of SOFR plus 1.75% for the remaining Dollar Term Loans.
In connection with Credit Agreement amendments and the debt prepayments, the Company paid debt modification expenses of $6 and $24 for the years ended December 31, 2025 and 2024, respectively. The Company also incurred debt extinguishment losses of $58 and $32 for writing off unamortized issuing discounts and deferred financing costs associated with the debts repaid, for the years ended December 31, 2025 and 2024, respectively. These costs were included in Other (expense) income, net on the Consolidated Statements of Comprehensive Income.
The Dollar Term Loans require quarterly amortization payments of 0.25% of the amended principal due at each calendar quarter-end. These amortization payments were $76 million and $50 million for the years ended December 31, 2025 and 2024, respectively. The Euro Term Loans did not have any mandatory amortization payments.
The fair value of the Company’s long-term borrowings as of December 31, 2025 and 2024 was based on recent trades as reported by a third-party bond pricing service and summarized as follows. Due to the infrequency of trades, these inputs are considered to be Level 2 inputs.
(in millions) | December 31, 2025 | December 31, 2024 | ||||||||||||
Dollar Term Loans | $ | 4,276 | $ | 7,660 | ||||||||||
Euro Term Loans | — | 647 | ||||||||||||
3.875% fixed rate note | 4,399 | 4,166 | ||||||||||||
5.250% fixed rate note | 2,516 | 2,411 | ||||||||||||
6.250% fixed rate note | 1,553 | 1,517 | ||||||||||||
The indentures contain certain affirmative and negative covenants, which require, among other provisions, delivery of the consolidated financial statements to the relevant note holders. Compliance with the covenants does not significantly impact the Company’s operations. As of December 31, 2025, the Company was in compliance with all the covenants under the Credit Agreement.
Future aggregate principal amounts over the next five years are as follows:
(in millions) | Annual Maturities | ||||
| 2026 | $ | 76 | |||
| 2027 | 76 | ||||
| 2028 | 726 | ||||
| 2029 | 8,535 | ||||
| 2030 | 3,342 | ||||
| $ | 12,755 | ||||
Revolving Credit Facilities
During 2021, certain lenders provided the Company with commitments under a $1,000 million senior secured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”).
The amendment to the Credit Agreement in 2024 extended the maturity date of the Revolving Credit Facility from October 21, 2026 to July 8, 2029 (subject to a springing maturity 91 days inside of the maturity date of all secured and unsecured notes and term loan facilities) and did not change the maximum borrowing capacity of $1,000 million or any other terms.
On March 28, 2025, the Company amended the Credit Agreement to permit letter of credit issuers to issue letters of credit in excess of their respective letter of credit commitments and to obligate the other lenders under the Company’s Revolving Credit Facility to participate in such letters of credit, subject to other customary limitations.
As of December 31, 2025 and 2024, the Revolving Credit Facility had several financial institutions as lenders for a maximum borrowing capacity of $1,000 million. The Revolving Credit Facility accrues commitment fees in respect of unfunded commitments thereunder. Letters of credit issued under the Revolving Credit Facility reduce availability under the Revolving Credit Facility dollar-for-dollar. As of December 31, 2025 and 2024, availability under the Revolving Credit Facility was $947 million and $951 million, respectively, after taking into account outstanding letters of credit of $53 million and $49 million, respectively. The Company borrowed and repaid $179 million and $166 million under the Revolving Credit Facility during the years ended December 31, 2025 and 2024, respectively, which resulted in no amounts outstanding as of December 31, 2025 or 2024.
Borrowings under the Revolving Credit Facility may be repaid and borrowed again, partially or wholly at any time, from time to time, as elected by the Company and interest is typically paid on a monthly or quarterly basis, depending on the interest period elected.
The Credit Agreement contains certain affirmative and negative covenants, which require, among other provisions, delivery of the consolidated financial statements to the relevant debt holders. As of December 31, 2025, the Company was in compliance with all covenants.
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.