Rimini Street, Inc.RMNI
Rimini Street, Inc. Debt Disclosure
DEBT
Debt is presented net of debt discounts and issuance costs on the Company’s balance sheets. As of December 31, 2025 and December 31, 2024, debt consisted of the following (in thousands):
| 2025 | 2024 | ||||||||||
| Term loan | $ | 67,187 | $ | 70,280 | |||||||
| Revolving line of credit | — | 15,000 | |||||||||
| Less current maturities | (4,031) | (3,093) | |||||||||
| Long-term debt, net of current maturities | $ | 63,156 | $ | 82,187 | |||||||
On April 30, 2024, the Company refinanced its Original Credit Facility, which had an outstanding principal balance of $70.9 million, with the 2024 Credit Facility, a new five-year senior secured credit facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit.
Cash proceeds and payment activity relating to the 2024 Credit Facility and the Original Credit Facility consisted of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Proceeds from issuance of 2024 Credit Facility’s term loan | $ | — | $ | 2,938 | $ | — | ||||||||||||||
| Proceeds from the 2024 Credit Facility’s revolving line of credit | — | 15,000 | — | |||||||||||||||||
| Principal payments on the term loan | (3,750) | (3,562) | (5,625) | |||||||||||||||||
| Principal payments on the revolving line of credit | (15,000) | — | — | |||||||||||||||||
| $ | (18,750) | $ | 14,376 | $ | (5,625) | |||||||||||||||
On February 4, 2026, the Company made a voluntary prepayment of $5.0 million on the term loan principal balance.
For the term loan, the Company has a choice of interest rates between (a) the Secured Overnight Financing Rate (“SOFR”) and (b) a Base Rate (as defined in the 2024 Credit Facility), in each case plus an applicable margin. The applicable margin is based on the Company’s Consolidated Total Leverage Ratio (as defined in the 2024 Credit Facility) and whether the Company elects SOFR (ranging from 2.75% to 3.5%) or Base Rate (ranging from 1.75% to 2.5%). Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the term.
For the years ended December 31, 2025, 2024 and 2023, the effective interest rate under the term loans for both the 2024 Credit Facility and the Original Credit Facility was 8.0%, 8.8% and 8.2%, respectively.
For the revolving line of credit, the Company has a choice of interest rates between (a) the Secured Overnight Financing Rate (“SOFR”) and (b) a Base Rate (as defined in the 2024 Credit Facility), in each case plus an applicable margin. The applicable margin is based on the Company’s Consolidated Total Leverage Ratio (as defined in the 2024 Credit Facility) and whether the Company elects SOFR (ranging from 2.75% to 3.5%) or Base Rate (ranging from 1.75% to 2.5%). The revolving line of credit
bears interest on the unused portion of the credit line at rates of 25 to 40 basis points, depending on the Company’s Consolidated Total Leverage Ratio.
For the years ended December 31, 2025 and 2024, the average interest rate under the revolving line of credit under the 2024 Credit Facility was 7.1% and 7.5%, respectively.
The refinancing was accounted for as a debt modification under ASC 470-50 as the terms of the 2024 Credit Facility were not substantially different than the terms of the Original Credit Facility. Under debt modification accounting, third-party costs are expensed as incurred. During the year ended December 30, 2024, the Company expensed $0.2 million in third-party transaction costs in connection with the modification. Fees paid to the creditor of $1.1 million were included with the remaining unamortized discount from the Original Credit Facility and are being amortized as an adjustment to interest expense over the remaining term of the 2024 Credit Facility.
Pursuant to a Guaranty and Security Agreement, dated April 30, 2024, among the Credit Parties (as defined in the 2024 Credit Facility) and Capital One, National Association, as agent (the “2024 Guaranty and Security Agreement”), the obligations under the 2024 Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties.
The 2024 Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity balance of at least $20 million in U.S. cash.
In February 2023, the Company amended its Original Credit Facility. The amendment implemented, among other things, certain changes in the reference rate from the London Interbank Offered Rate (“LIBOR”) to SOFR.
The fair value of the term loan under the 2024 Credit Facility was $69.5 million (Level 2 inputs) as of December 31, 2025 compared to the carrying value of $67.2 million as of December 31, 2025. The fair value of the term loan under the Original Credit Facility was $73.9 million (Level 2 inputs) as of December 31, 2024 compared to the carrying value of $70.3 million as of December 31, 2024.
Effective April 30, 2024, the Company’s interest rate swap agreement was amended in connection with the 2024 Credit Facility to match the new five-year term. The new interest rate swap agreement has a notional value of $40.0 million, with a fixed payer SOFR rate of 3.71% and an initial floating SOFR rate of 5.32%. The floating rate is reset at each month end and the term of the interest rate swap agreement coincides with that of the 2024 Credit Facility. See Note 12 for further information regarding the fair value accounting for the interest rate swap agreement. The modification of the interest rate swap agreement did not have a material impact on the Company’s Consolidated Financial Statements.
Under the 2024 Credit Facility, the Company has $35.0 million in available borrowings under the revolving line of credit as of December 31, 2025.
Interest Expense
The components of interest expense for the years ended December 31, 2025, 2024 and 2023 are presented below (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Credit Facilities: | |||||||||||||||||
| Interest expense under term loan | $ | 4,867 | $ | 5,032 | $ | 4,475 | |||||||||||
| Accretion expense related to discount and issuance costs under the term loan | 657 | 765 | 973 | ||||||||||||||
| Interest expense under revolving line of credit | 506 | 223 | — | ||||||||||||||
| Interest for other items | 121 | 285 | 74 | ||||||||||||||
| Total interest expense | $ | 6,151 | $ | 6,305 | $ | 5,522 | |||||||||||
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.