RideNow Group, Inc.RDNW
RideNow Group, Inc. Debt Disclosure
LONG-TERM DEBT
Long-term debt consisted of the following as of December 31:
| ($ in millions) | 2024 | 2023 | |||||||||
Term Loan Credit Agreement due August 2026(1) | $ | 227.1 | $ | 248.7 | |||||||
6.75% convertible senior notes due January 2025(2) | 38.8 | 38.8 | |||||||||
RumbleOn Finance line of credit(3) | — | 12.2 | |||||||||
Notes payable for fleet vehicles and other(4) | 1.5 | 2.1 | |||||||||
| Total principal amount | 267.4 | 301.8 | |||||||||
| Less: Unamortized discount and debt issuance costs | (16.3) | (27.5) | |||||||||
| Total debt | 251.1 | 274.3 | |||||||||
| Less: Current portion of long-term debt | (39.1) | (35.6) | |||||||||
| Long-term debt | $ | 212.0 | $ | 238.7 | |||||||
(1) Interest payments are required quarterly. Fair value as of December 31, 2024 was $243.8 million.
(2) This debt was fully repaid on January 2, 2025. Fair value at December 31, 2024 was $40.0 million, which is essentially principal plus accrued interest.
(3) This debt was fully repaid on January 2, 2024. Interest rate at December 31, 2023 was 12.8%.
(4) Carrying value approximates fair value due to the nature of this debt.
As of December 31, 2024, principal payments on our long-term debt were due as follows ($ in millions):
| Year | Amount | |||||||
| 2025 | $ | 39.1 | ||||||
| 2026 | 227.6 | |||||||
| 2027 | 0.4 | |||||||
| 2028 | 0.3 | |||||||
| Total debt payments | $ | 267.4 | ||||||
Term Loan Credit Agreement
The Company has a term loan credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, (“Oaktree”) as administrative agent and collateral agent. Borrowings under the Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) SOFR with a floor of 1.00%, plus an applicable margin of 8.25%, or (b) a fluctuating adjusted base rate in effect from time to time, plus an applicable margin of 7.25%, with an additional 0.50% interest that accrued from August 9, 2023 to December 31, 2024. At the Company’s option, 1.0% of the regular interest and all of the additional 0.50% interest may be paid in kind. Interest expense was $42.1 million in 2024 and $53.6 million in 2023 and included amortization of debt discount and deferred issuance costs of $7.5 million and $7.3 million, respectively. The interest rate on December 31, 2024, including the additional 0.50% interest, was 13.60%.
Obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its domestic wholly owned subsidiaries (the “Subsidiary Guarantors”), although certain assets of the Company and Subsidiary Guarantors are subject to a first-priority lien in favor of floor plan lenders, and such liens and priority are subject to certain other exceptions. The Subsidiary Guarantors also guarantee the obligations of the Company under the Credit Agreement.
The Company is subject to certain leverage ratio financial covenants and liquidity covenants under the Credit Agreement. The Company was in compliance with all financial and non-financial covenants with the Credit Agreement at December 31, 2024 and has classified obligations under the Credit Agreement as a non-current liability.
6.75% Convertible Senior Notes
The 6.75% convertible senior notes (the “Notes”) were outstanding pursuant to an Indenture (the “Indenture”), by and between the Company and Wilmington Trust, National Association as the Trustee and collateral agent for the Trustee and the holders of the Notes (in such capacity, the “Indenture Collateral Agent”). The Indenture included customary representations, warranties and covenants by the Company and customary closing conditions. The Notes bore interest at 6.75% per annum that was payable semiannually on January 1 and July 1 of each year. The entire balance of the Notes is included in the current
portion of long-term debt in the accompanying Consolidated Balance Sheet at December 31, 2024. The Notes matured on January 1, 2025 and were repaid on January 2, 2025, as permitted.
RumbleOn Finance Line of Credit
RumbleOn Finance (“ROF”) and an indirect subsidiary of RumbleOn had a consumer finance facility for ROF’s use in underwriting consumer loans. On December 29, 2023, the Company sold the loan portfolio held at RumbleOn Finance for $17.0 million and on January 2, 2024 repaid the outstanding balance of the loan from the cash proceeds received. The ROF loan amount was included in the current portion of long-term debt in the accompanying Consolidated Balance Sheet at December 31, 2023.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.