N-Able Inc.

06/17/2026 | Press release | Distributed by Public on 06/17/2026 05:32

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2026 (the "Amendment No. 3 Effective Date"), N-able International Holdings II, LLC (the "Borrower"), an indirect, wholly owned subsidiary of N-able, Inc. (the "Company"), entered into a Third Amendment to Credit Agreement ("Amendment No. 3") by and among the Borrower, N-able International Holdings I, LLC ("Holdings"), the other guarantors party thereto, the lenders and issuing banks identified therein and JPMorgan Chase, Bank, N.A. as administrative agent, collateral agent and an issuing bank, which amends that certain Credit Agreement, dated July 19, 2021, by and among the Borrower, Holdings, the lenders and issuing banks identified therein and JPMorgan Chase, Bank, N.A. as administrative agent, collateral agent and an issuing bank (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No. 3 Effective Date, the "Credit Agreement").
Amendment No. 3 amended the Credit Agreement to add a delayed draw term loan facility (the "Delayed Draw Term Loan Facility") pursuant to which the Company may incur up to $75.0 million of additional term loans (the "Delayed Draw Term Loans") that are fungible with the Company's existing term loan facility and have the same maturity date, interest rates and other material terms as the existing term loans. The Delayed Draw Term Loan Facility will be available for borrowing during a six-month availability period following the effectiveness of Amendment No. 3 and the proceeds may be used for general corporate purposes, including funding deferred consideration payments associated with the Company's November 2024 acquisition of Adlumin, Inc., future permitted acquisitions, share repurchases, and related fees and expenses.
Borrowings under the Delayed Draw Term Loan will bear interest at the same rate as the existing term loan, which bears interest at a floating SOFR-based rate (subject to a "floor" of 0.0%) for a specified interest period plus a margin initially set at 2.75%, subject to a decrease to 2.50% if the Company's first lien net leverage ratio is equal to or lower than 1.65 to 1.00.
The foregoing description of the material terms of Amendment No. 3 does not purport to be a complete description of Amendment No. 3 and is qualified in its entirety by reference to the full text thereof, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
Item 2.03
 		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
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