MGP INGREDIENTS INCMGPI
MGP INGREDIENTS INC Debt Disclosure
CORPORATE BORROWINGS
Indebtedness Outstanding. The following table presents the Company’s outstanding indebtedness:
| December 31, | |||||||||||
Description(a) | 2025 | 2024 | |||||||||
Credit Agreement - Revolver, 4.82% (variable rate) due 2030 | $ | 42,000 | $ | 105,000 | |||||||
Convertible Note, 1.88% (fixed rate) due 2041 | 201,250 | 201,250 | |||||||||
| Note Purchase Agreement | |||||||||||
Series A Senior Secured Notes, 3.53% (fixed rate) due 2027 | 5,600 | 8,800 | |||||||||
Senior Secured Notes, 3.80% (fixed rate) due 2029 | 11,200 | 14,400 | |||||||||
| Total indebtedness outstanding | 260,050 | 329,450 | |||||||||
Less unamortized loan fees(b) | (7,732) | (5,909) | |||||||||
| Total indebtedness outstanding, net | 252,318 | 323,541 | |||||||||
| Less current maturities of long-term debt | (6,400) | (6,400) | |||||||||
| Long-term debt | $ | 245,918 | $ | 317,141 | |||||||
(a) Interest rates are as of December 31, 2025.
(b) Loan fees are being amortized over the life of the debt agreements.
Credit Agreement. On February 14, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with multiple participants led by Wells Fargo Bank, National Association (“Wells Fargo Bank”), which provided for a $300,000 revolving credit facility and had a maturity date of May 14, 2026. On April 24, 2025, the Company entered into an Amended
and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto. The A&R Credit Agreement amends and restates the Company’s existing Credit Agreement, extending the maturity date to April 24, 2030. The A&R Credit Agreement increases the size of the revolving credit facility to $500,000 and permits the Company to increase the amount of the revolving credit facility by up to an additional $200,000, subject to certain conditions and at the discretion of the lenders. The Credit Agreement is secured by substantially all assets, excluding real property.
The Credit Agreement includes certain requirements and covenants, with which the Company was in compliance at December 31, 2025. The Company incurred $2,762 of new loan fees related to the A&R Credit Agreement during 2025. The unamortized balance of total loan fees related to the Credit Agreement was $2,633 at December 31, 2025. The unamortized loan fees are being amortized over the life of the Credit Agreement.
As of December 31, 2025, the Company had $42,000 outstanding borrowings under the Credit Agreement, leaving $458,000 available. The interest rate for the borrowings of the Credit Agreement at December 31, 2025 was 4.82%.
Note Purchase Agreements. The Company’s Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”), with PGIM, Inc. (“Prudential”), an affiliate of Prudential Financial, Inc., and certain affiliates of Prudential, provides for the issuance of $20,000 of Series A Senior Secured Notes and the issuance of up to $105,000 of additional Senior Secured Notes (or any higher amount solely to the extent Prudential has provided written notice to the Company of its authorization of such a higher amount). Effective August 23, 2023, the Note Purchase Agreement was amended to increase the total amount of Senior Secured Notes that may be issued under the facility of the Note Purchase Agreement to $250,000. On April 24, 2025, the Note Purchase Agreement was amended to extend the period for issuing senior secured promissory notes under the Note Purchase Agreement from August 31, 2026 to April 24, 2028.
During 2017, the Company issued $20,000 of Series A Senior Secured Notes with a maturity date of August 23, 2027. The Series A Senior Secured Notes bear interest at a rate of 3.53 percent per year. During 2019, the Company issued $20,000 of additional Senior Secured Notes with a maturity date of April 30, 2029. The Senior Secured Notes bear interest at a rate of 3.80 percent per year. As of December 31, 2025, the Company had $5,600 of Series A Senior Secured Notes and $11,200 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $233,200 available under the Note Purchase Agreement.
The Company did not capitalize any new loan fees related to the Note Purchase Agreement during 2025. The unamortized balance of total loan fees related to the Note Purchase Agreement was $32 at December 31, 2025 and is being amortized over the life of the Note Purchase Agreement. The Note Purchase Agreement is secured by substantially all assets, excluding real property. The Note Purchase Agreement includes certain requirements and covenants, with which the Company was in compliance at December 31, 2025.
Convertible Senior Notes. On November 16, 2021, the Company issued $201,250 in aggregate principal amount of 1.88% convertible senior notes due in 2041 (the “2041 Notes”). The total aggregate principal amount includes $26,250 aggregate principal amount of 2041 Notes purchased by the initial purchasers in the offering pursuant to their exercise in full of their option to purchase additional notes under the purchase agreement for the offering. The 2041 Notes were issued pursuant to an indenture, dated as of November 16, 2021 (the “Indenture”), by and among the Company, as issuer, Luxco, Inc., MGPI Processing, Inc., and MGPI of Indiana, LLC, as subsidiary guarantors, and U.S. Bank National Association, as trustee. The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.88% on May 15 and November 15 of each year. The 2041 Notes mature on November 15, 2041 (“Maturity Date”) unless earlier repurchased, redeemed, or converted, per the terms of the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2041 Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s Common Stock, or a combination of cash and shares of the Company’s Common Stock, at its election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2041 Notes being converted.
The Company incurred no new loan fees related to the 2041 Notes during 2025. The unamortized balance of total loan fees related to the 2041 Notes was $5,067 at December 31, 2025 and is being amortized over the life of the 2041 Notes.
The initial conversion rate for the 2041 Notes is 10.3911 shares of Common Stock per $1 principal amount of the 2041 Notes. Prior to the Maturity Date, holders may convert at their option only in the following circumstances:
•During any calendar quarter commencing after the quarter ending March 31, 2022, if the closing sale price of Common Stock for at least 20 trading days in the period of 30 consecutive trading days is more than 130% of the conversion
price;
•during the five consecutive business days following any ten consecutive trading day period in which the trading price per $1 principal amount of the notes for each trading day was less than 98% of the product of the closing sale price of Common Stock on such trading day and the conversion rate on such trading day;
•upon the occurrence of specified corporate events, as defined in the Indenture;
•if the Company calls the notes for redemption; or
•during the period July 15, 2026 ending close of business day immediately preceding November 20, 2026 or the period July 15, 2041 and close of business day immediately preceding the Maturity Date.
Debt Maturities. Aggregate amount of maturities for long-term debt as of December 31, 2025 are as follows:
| 2026 | $ | 6,400 | |||
| 2027 | 5,600 | ||||
| 2028 | 3,200 | ||||
| 2029 | 1,600 | ||||
| 2030 | 42,000 | ||||
| Thereafter | 201,250 | ||||
| Total | $ | 260,050 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 8, 2017 | |
| 2015 | Mar 10, 2016 | |
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.