[8-K] ACI Worldwide, Inc. Reports Material Event

Rhea-AI Filing Summary

ACI Worldwide has entered into a significant debt refinancing transaction on June 18, 2025. The company secured a $200 million incremental term loan through a Lender Addition and Acknowledgement Agreement with Bank of America, supplementing their existing Second Amended and Restated Credit Agreement from 2019.

Key transaction details:

• The new term loan, combined with cash on hand and revolving loan proceeds, was used to fully redeem $400 million of 5.750% Senior Notes due 2026
• Interest rate: Term SOFR plus variable margin of 1.5% to 2.5% based on consolidated leverage ratio
• Redemption completed on June 20, 2025

This refinancing represents a strategic move to restructure ACI Worldwide's debt obligations, potentially taking advantage of more favorable interest terms through the new term loan facility. The transaction may impact the company's debt service costs and overall financial flexibility.

Positive

• Company refinanced $400M of 5.75% Senior Notes due 2026 with a new $200M incremental term loan plus cash on hand, potentially reducing interest expenses with SOFR + 1.5-2.5% margin
• Debt restructuring demonstrates strong cash position by using cash on hand to partially pay down senior notes

Negative

• None.

Insights

Capital Structure Analyst

Debt shuffle: $200 m term loan and revolver retire $400 m 5.75 % notes; leverage profile unchanged, modest liquidity draw.

The filing discloses a material refinancing. ACI Worldwide added a $200 m Incremental Term Loan to its April 2019 Credit Agreement and simultaneously tapped its revolving line plus cash to redeem in full the $400 m 5.750 % senior notes due 2026. The new borrowing bears interest at Term SOFR + 1.5–2.5 %, with the exact spread tied to the consolidated leverage ratio. As Term SOFR has recently been near 3 %, the all-in rate could fall below or roughly match the retired 5.750 % coupon, implying potential interest savings once fees are absorbed. The move shifts fixed-rate bond debt into floating-rate bank debt, reducing covenant-lite flexibility but increasing pricing variability. Net leverage appears largely unchanged because the redemption used a mix of new debt and on-hand cash, yet near-term liquidity declines by the cash portion deployed. Maturity is effectively extended, because revolver and term loan mature under the syndicated facility’s longer tenor, whereas the notes were due in 2026. Overall, the transaction is capital-structure neutral with a slight tilt toward lower average cost of debt, balanced by higher exposure to SOFR movements.

false 0000935036 0000935036 2025-06-18 2025-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

Commission File Number 0-25346

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-0772104
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6060 Coventry Drive, Elkhorn, Nebraska		68022
(Address of Principal Executive Offices)		(Zip Code)

(402) 390-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.005 par value		ACIW		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 18, 2025, ACI Worldwide, Inc. (the “Company”), ACI Worldwide Corp. (“ACI Worldwide”) and ACI Payments, Inc. (“ACI Payments”) entered into a Lender Addition and Acknowledgement Agreement with Bank of America, N.A., as administrative agent and incremental term A-2 lender, and BofA Securities, Inc. (or any of its designated affiliates), as the sole lead arranger and sole bookrunner, (the “Agreement”) to supplement the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Agreement, the “Credit Agreement”) among the Company, ACI Worldwide, ACI Payments, Bank of America, N.A., as administrative agent and the lenders party thereto from time to time.

The Agreement supplements the Credit Agreement to, amongst other things, provide for incremental term loans in an aggregate principal amount of $200,000,000 (the “Incremental Term Loan”). The proceeds of the Incremental Term Loan borrowing under the Credit Agreement, together with cash on hand and the proceeds of a revolving loan borrowing under the Credit Agreement, were used to redeem in full, on June 20, 2025, the $400,000,000 aggregate principal amount of 5.750% Senior Notes of the Company due 2026 in accordance with the Indenture, dated as of August 21, 2018, and to pay the fees and expenses incurred in connection with such redemption and the entry into the Agreement.

A borrowing under the Incremental Term Loan bears interest at a rate per annum equal to Term SOFR for the applicable interest period relevant to such borrowing plus an applicable margin. The applicable margin for the borrowing under the Incremental Term Loan is, based on the calculation of the consolidated total leverage ratio, between 1.5% and 2.5%.

The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Lender Addition and Acknowledgement Agreement, dated June 18, 2025, by and among ACI Worldwide, Inc., ACI Worldwide Corp., ACI Payments, Inc., Bank of America, N.A. and BofA Securities, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				ACI WORLDWIDE, INC. (Registrant)
Date: June 20, 2025				By:		/s/ DENNIS P. BYRNES
						Dennis P. Byrnes
						Executive Vice President and General Counsel

FAQ

What was the purpose of ACIW's $200 million Incremental Term Loan in June 2025?

ACIW secured a $200 million Incremental Term Loan, which, combined with cash on hand and revolving loan borrowing, was used to redeem $400 million in 5.750% Senior Notes due 2026. The redemption was completed on June 20, 2025, and the funds were also used to pay associated fees and expenses.

What interest rate will ACIW pay on its new Incremental Term Loan from June 2025?

The Incremental Term Loan bears interest at Term SOFR plus an applicable margin ranging between 1.5% and 2.5%, with the specific margin based on the calculation of the consolidated total leverage ratio.

Who are the key parties involved in ACIW's June 2025 loan agreement?

The key parties involved are ACI Worldwide Inc., ACI Worldwide Corp., ACI Payments Inc., Bank of America N.A. (acting as administrative agent and incremental term A-2 lender), and BofA Securities Inc. (serving as the sole lead arranger and sole bookrunner).

When did ACIW complete the redemption of its 5.750% Senior Notes?

ACIW completed the full redemption of its $400 million 5.750% Senior Notes due 2026 on June 20, 2025, using the proceeds from the Incremental Term Loan, cash on hand, and revolving loan borrowing.