Schneider National Inc

7. DEBT AND CREDIT FACILITIES

As of December 31, 2024 and 2023, debt included the following:

Scheduled future debt principal payments are as follows:

Our Revolving Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an additional increase in total commitment by up to $150.0 million, for a total potential commitment of $400.0 million through November 2027. The 2022 Credit Facility also provides a sublimit of $100.0 million to be used for the issuance of letters of credit. Standby letters of credit under these agreements amounted to $0.4 million as of December 31, 2024 and 2023 and were primarily related to the requirements of certain of our real estate leases.

During the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which allows us to borrow funds against qualifying trade receivables up to $200.0 million through May 2027, inclusive of a $100.0 million sublimit to be used for the issuance of letters of credit. Our previous agreement, the “2021 Receivables Purchase Agreement,” allowed us to borrow up to $150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and had a maturity date of July 2024. Borrowings under the 2024 Receivables Purchase Agreement were included within long-term debt and finance lease obligations as of December 31, 2024. As of December 31, 2023, borrowings under the 2021 Receivables Purchase Agreement were included within our current maturities of debt and finance lease obligations due to the pending maturity date. As of December 31, 2024 and December 31, 2023, standby letters of credit under these agreements amounted to $97.8 million and $81.4 million, respectively, and were primarily related to the requirements of certain of our insurance obligations.

On August 30, 2023, SNL issued and sold $50.0 million in notes pursuant to the Private Shelf Agreement to certain affiliates of PGIM, Inc. (“Prudential”). The notes represent senior promissory notes of SNL, bear interest of 5.63% per year, are payable semiannually, and mature in August 2028.

On November 22, 2024, SNL entered into a new credit agreement with Bank of America as administrative agent, which is a delayed-draw term loan facility providing capacity up to $400.0 million. The borrowings are unsecured, are subject to interest over their term based on the either the Term SOFR rate or the ABR (Alternate Base Rate) at the election of the Company for each borrowing, and mature in November 2029. The amount outstanding under this agreement amounted to $300.0 million as of December 31, 2024. The Company has the option to draw an additional $100.0 million during the availability period which ends in August 2025. Quarterly principal payments of .625% of the outstanding balance will be due beginning September 2025 until the agreement matures in November 2029.

The credit agreements and the guaranty agreements related to the unsecured senior notes contain various financial and other covenants, including required minimum consolidated net worth, consolidated net debt, limitations on indebtedness, transactions with affiliates, shareholder debt, and restricted payments. The credit agreements and senior notes contain change of control provisions pursuant to which a change of control is defined to mean the Schneider family no longer owns more than 50% of the combined voting power of our capital shares. A change of control event causes an immediate termination of unused commitments under the credit agreements and requires repayment of all outstanding borrowings plus accrued interest and fees. The senior notes require us to provide notice to the note holders offering prepayment of the outstanding principal along with interest accrued to the date of prepayment. The prepayment date is required to be within 20 to 60 days from the date of notice.

As of December 31, 2024, the Company was in compliance with all financial covenants.