RB GLOBAL INC.RBA

RB GLOBAL INC. Debt Disclosure

10-KFiled Feb 25, 20263 min read
Note 19. Debt
Maturity
Interest Rate1
December 31, 2025December 31, 2024
Short-term debt
Revolving Facility loansVarious5.16 %$137.5 $27.7 
Long-term debt
CAD TLA Facility loansApril 20304.06 %73.0 72.5 
USD TLA Facility loansApril 20305.32 %926.3 1,225.0 
Senior Secured NotesMarch 20286.75 %550.0 550.0 
Senior Unsecured NotesMarch 20317.75 %800.0 800.0 
Less: Unamortized debt issuance costs(15.3)(21.3)
Total long-term debt2,334.0 2,626.2 
Less: current portion of long-term debt51.2 4.1 
Long-term debt$2,282.8 $2,622.1 
1 Interest rates on short-term debt and term loans reflect the weighted-average interest rates on borrowings as of December 31, 2025.
At December 31, 2025, the Company had undrawn Revolving Facility commitments aggregating $1.1 billion available until April 2030, subject to certain covenant restrictions, and undrawn uncommitted foreign credit facility capacity aggregating $15.0 million available indefinitely. The Company was in compliance with all financial and other covenants applicable to its debt agreements at December 31, 2025.
Credit Agreement
In 2016, the Company entered into a credit agreement with a syndicate of lenders (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement is comprised of multi-currency revolving facilities (the “Revolving Facility”) and the Term Loan A facility (the “TLA Facility”). The TLA Facility is comprised of facilities denominated in U.S. and Canadian dollars (the “USD TLA Facility” and “CAD TLA Facility”, respectively).
On April 3, 2025, the Company amended the Credit Agreement to, among other things, increase the aggregate principal amount of Revolving Facility from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.225 billion to $950.0 million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. Revolving Facility and TLA Facility loans bear interest at a benchmark rate plus an applicable margin and the TLA Facility loans are subject to quarterly installment payments of 1.25% of principal, with the balance due at maturity. In connection with the amendment, the Company incurred issuance costs of $1.8 million, which have been deferred and presented as a reduction in the carrying amount of the TLA Facility loans, $2.6 million, which have been deferred and presented within other non-current assets as they relate to the Revolving Facility, and $3.9 million, which have been expensed and recorded within selling, general and administrative expense.
Senior Secured and Unsecured Notes
On March 15, 2023, the Company completed the offering of (i) $550.0 million aggregate principal amount of 6.75% senior secured notes due March 15, 2028 (the “Secured Notes”) and (ii) $800.0 million aggregate principal amount of 7.75% senior unsecured notes due March 15, 2031 (the “Senior Unsecured Notes”, and together with the Senior Secured Notes, the “Notes”). Interest on the Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year. The Senior Secured Notes are jointly and severally guaranteed on a senior secured basis and the Senior Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries.
At December 31, 2025, long-term debt principal repayments to contractual maturity are as follows:
2026$51.2 
202751.2 
2028601.3 
202951.2 
2030794.4 
Thereafter800.0 
$2,349.3 

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 26, 2025
2023Feb 28, 2024
2022Feb 21, 2023
2021Feb 17, 2022
2020Feb 18, 2021
2019Feb 27, 2020
2018Feb 28, 2019
2017Feb 26, 2018
2016Feb 21, 2017
2015Feb 25, 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.

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