DNOW Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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Mar 31, 2026 · Filed May 7, 2026
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5. Debt
On November 6, 2025, the Company, together with certain direct and indirect subsidiaries of the Company(collectively, the “Borrowers”), entered into an Amended and Restated Credit Agreement with a syndicate of lenders and Wells Fargo Bank, National Association, serving as the administrative agent, (the “Amended Credit Facility”), that amends and restates the Company’s existing senior secured asset-based credit facility (the “Existing Credit Facility”). The Amended Credit Facility amends certain terms, provisions and covenants of the Existing Credit Facility, including, among other things: (i) extending the maturity date under the Existing Credit Facility to November 6, 2030; (ii)providing for an $850 million revolving credit facility, with an incremental accordion feature that permits increases in aggregate revolving commitments by up to $500 million (for total commitments of up to $1.35 billion); and (iii)increasing availability as compared to the Existing Credit Facility by expanding the borrowing base definition to include certain rental equipment assets.
The obligations under the Amended Credit Facility are secured by substantially all the assets of the Company and its subsidiaries. The Amended Credit Facility contains customary covenants, representations and warranties and events of default. The Amended Credit Facility also includes a springing financial covenant that requires the Company to maintain, during any period when availability falls below specified thresholds, a fixed charge coverage ratio (as defined in the Amended Credit Facility) of at least 1.00:1.00.
Borrowings under the Amended Credit Facility bear an interest rate at the Company’s option, (i) for borrowings denominated in U.S. dollars, at (a) the base rate plus the applicable margin or (b) the term Secured Overnight Financing Rate (“SOFR”) for the applicable interest period, plus the applicable margin and (ii) for borrowings denominated in Canadian dollars, at (a) the base rate plus the applicable margin or (b) the adjusted term Canadian Overnight Repo Rate Average (“CORRA”) plus the applicable margin. In each case, the applicable margin is based on the Company’s fixed charge coverage ratio. The Amended Credit Facility includes a commitment fee of 25 basis points on the unused portion of commitments. Commitment fees incurred during the period were included in other(expense) income in the consolidated statements of operations.
Availability under the Amended Credit Facility is limited to the lesser of the commitments and a borrowing base comprised of eligible accounts receivable, eligible inventory and eligible rental equipment assets of the Borrowers and subsidiary guarantors. The Amended Credit Facility provides for an $850 million global revolving credit facility, of which up to $75 million is available for the Company’s Canadian subsidiaries. The Company has the right, subject to certain conditions, to increase the aggregate principal amount of commitments under the credit facility by $500 million. The Amended Credit Facility also provides a letter of credit sub-facility of $50 million. As of March 31, 2026 and December 31, 2025, the Company had$571 million and$411 million, respectively, borrowed against the the Amended Credit Facility and approximately$263 million in availability (as defined in the Amended Credit Facility) as of March 31, 2026. The interest rate was approximately 5.0% and 5.0% at March 31, 2026 and December 31, 2025, respectively. The Company is not obligated to pay back the principal of borrowings until the maturity date of the Amended Credit Facility, subject to mandatory prepayments.
The Company issued$15 million in letters of credit under the Amended Credit Facility.
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