Item 1.01 - Entry into a Material Definitive Agreement
On October 9, 2026, Accelevation LLC (the “Borrower”), a subsidiary of Accelevation Holdings Corp. (the “Company”),
entered into a credit agreement (the “New Credit Agreement”), by and among the Borrower, Accelevation Holdings LLC
(“Holdings”), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral
agent, swing line lender and a letter of credit issuer. The New Credit Agreement provides for a senior secured term loan
facility with an aggregate principal amount of $250.0 million (the “Term Loan Facility”) and a senior secured revolving
credit facility with an aggregate principal amount of $400.0 million (the “Revolving Credit Facility” and, together with the
Term Loan Facility, the “New Credit Facilities”), which includes a sublimit for the issuance of letters of credit in an amount
up to $100.0 million and a sublimit for swing line loans in an amount up to $40.0 million. As of the closing of the New Credit
Agreement, the aggregate principal amount borrowed under the New Credit Facilities is $250.0 million under the Term Loan
Facility and $150.0 million under the Revolving Credit Facility. The proceeds of the borrowings on the closing date, together
with cash on hand, were used to repay in full all outstanding obligations under the Existing Credit Agreement (as defined
below) and to pay transaction expenses. The New Credit Agreement is guaranteed by Holdings and certain of the Borrower’s
wholly owned domestic subsidiaries and secured by substantially all of the Borrower’s assets and the assets of Holdings and
certain of the Borrower’s subsidiaries, in each case, subject to customary exceptions.
The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions
on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, restricted payments
(including dividends and other distributions and repurchases of equity), prepayments of junior debt and transactions with
affiliates. In addition, the New Credit Agreement contains financial covenants that require the Borrower and its restricted
subsidiaries to comply with the following (subject to certain cure rights):
•commencing with the fiscal quarter ending March 31, 2027, maintain a maximum total net leverage ratio not to
exceed 4.00 to 1.00 (provided that, at the election of the Borrower following the consummation of a material
acquisition with aggregate consideration in excess of $100.0 million, the maximum total net leverage ratio shall
temporarily increase to 4.50 to 1.00 for the first four fiscal quarters after the consummation of such material
acquisition, including the fiscal quarter in which such material acquisition is consummated), in each case, tested as of
the last day of each fiscal quarter; and
•commencing with the fiscal quarter ending March 31, 2027, maintain a minimum fixed charge coverage ratio of not
less than 1.25 to 1.00, tested as of the last day of each fiscal quarter.
The New Credit Facilities will mature on October 9, 2031 (the “Maturity Date”). Term loans and revolving credit loans, other
than swing line loans, are available, at the Borrower’s option, as term SOFR loans or base rate loans. Swing line loans bear
interest at the applicable base rate. Term SOFR loans under the New Credit Agreement accrue interest at a term SOFR rate
plus an applicable margin of 2.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027,
and thereafter an applicable margin of 1.50% to 2.50% (depending on the total net leverage ratio of the Borrower and its
restricted subsidiaries). Base rate loans under the New Credit Agreement accrue interest at a base rate plus an applicable
margin of 1.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter an
applicable margin of 0.50% to 1.50% (depending on the total net leverage ratio of the Borrower and its restricted
subsidiaries). The Revolving Credit Facility also has a variable commitment fee on unused commitments, which is 0.300%
per annum until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter is tied to
the total net leverage ratio of the Borrower and its restricted subsidiaries and ranges from 0.200% to 0.350% per annum.
The Term Loan Facility will amortize in equal quarterly installments of $3.125 million (representing 1.25% of the original
principal amount of the Term Loan Facility, or 5.00% per annum), commencing with the fiscal quarter ending March 31,
2027, with the remaining balance payable on the Maturity Date. The Revolving Credit Facility will not amortize.
The foregoing description of the New Credit Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the full text of the New Credit Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference into this Item 1.01.
Item 1.02 - Termination of a Material Definitive Agreement
On October 9, 2026, in connection with the entry into the New Credit Agreement, the Borrower repaid in full all outstanding
obligations under, and terminated, the Credit Agreement, dated as of January 2, 2025, by and among, inter alios,
Accelevation Intermediate LLC, the Borrower, the guarantors party thereto from time to time, MidCap Financial Trust, as
administrative agent, and the lenders party thereto from time to time, as amended, restated, amended and restated,
supplemented or otherwise modified from time to time on or prior to the date hereof (the “Existing Credit Agreement”).
