Business context and reporting period
RideNow Group, Inc. filed this Form 8-K on September 28, 2026, reporting transactions completed September 25, 2026. The filing concerns a debt refinancing and proposed revolving facility; it does not report operating results for a fiscal period.
Key financial and debt information
- New term loan: $220 million of senior secured term loans, funded September 25, 2026, to refinance in full and terminate the prior term loan agreement. Maturity is September 25, 2031.
- Interest: At the Company’s option, Base Rate plus 7.375% or Adjusted Term SOFR, subject to a 3.00% floor, plus 8.375% per year.
- Collateral and guarantees: Guaranteed by certain subsidiaries and secured by first-priority liens on substantially all Company and guarantor assets, subject to exceptions, including existing floor-plan financing liens.
- Prepayment costs: Certain prepayments during the first 24 months carry a make-whole premium; certain prepayments from months 24 to 36 carry a 2.00% premium.
- Related-party notes: Three amended and restated unsecured notes have aggregate principal of approximately $10.0 million, unchanged in principal and other material economic terms. They bear 13.0% interest (15.0% after maturity), payable in kind, and mature August 31, 2028. The notes are subordinated to senior debt and may be prepaid without premium or penalty.
- Operating metrics: Revenue, profit, cash flow, margins, cash balances, and other operating financial metrics are not provided in this filing.
Material changes versus the prior arrangement
The Company replaced its existing term loan agreement with the $220 million facility. The filing does not state the former loan’s balance, interest rate, or other terms, so the economic change in borrowing cost or leverage cannot be determined from this report. The related-party notes were amended and restated without changes to their principal, interest rate, maturity, or other material economic terms.
Covenants, outlook, and risks
- The term loan agreement restricts, subject to exceptions, additional indebtedness, dividends and other restricted payments, asset sales, investments, and liens.
- The Company must maintain a Consolidated First Lien Net Leverage Ratio no greater than 4.80:1.00 beginning with the first full fiscal quarter after closing, stepping down to 3.25:1.00 beginning with the second quarter of 2029. It must also maintain at least $15 million of liquidity, tested monthly.
- Mandatory prepayments may be triggered by specified asset-sale or casualty proceeds, certain ABL borrowings, and certain unpermitted debt issuances. Defaults include payment and covenant defaults, cross-defaults, insolvency events, certain judgments, and a change of control; these may permit acceleration.
- The Company is in advanced discussions with Wells Fargo for a proposed $50 million senior secured asset-based revolving facility. Expected pricing is Daily Simple SOFR plus 2.25%; proceeds may refinance part of the term loan and support working capital and general corporate purposes.
- The ABL facility is not committed. Completion and availability remain subject to due diligence, final credit approval, definitive documentation, and customary closing conditions; there is no assurance it will be executed or funded.
- The filing provides no earnings guidance or broader business outlook.
Important facts for investors to verify
- Whether the proposed Wells Fargo facility is approved, documented, and funded, and how much term debt it refinances.
- The final debt balances, effective borrowing costs, and any fees or other terms not detailed in this 8-K.
- The Company’s compliance with the $15 million minimum-liquidity and leverage covenants, including the definitions and calculation mechanics in the credit agreement.
- The full terms of the credit agreement and amended and restated notes filed as Exhibits 10.1–10.4, including collateral exceptions, prepayment provisions, and related-party arrangements.