Digi (DGII) Borrows $150M Revolver Ahead of Merger

Digi International Inc. (DGII) borrowed $150 million under its existing senior secured revolving credit agreement on August 18, 2025 in connection with entering a Merger Agreement.

Rhea-AI Filing Summary

Digi International Inc. (DGII) borrowed $150 million under its existing senior secured revolving credit agreement on August 18, 2025 in connection with entering a Merger Agreement. The Credit Facility matures on December 7, 2028 and requires no scheduled principal payments before maturity. After the borrowing, approximately $70 million of availability remained under the facility. The borrowings were priced at the one-month Term Secured Overnight Financing Rate (SOFR) plus a margin of 2.25%, and the facility carries a 0.25% commitment fee. The filing notes that additional material terms, including circumstances that could accelerate or increase obligations, are described in Digi’s prior Current Report filed on December 11, 2023.

Positive

• $150 million of liquidity obtained to support the Merger Agreement
• Approximately $70 million of remaining availability under the Credit Facility after the borrowing
• No scheduled principal payments prior to the facility maturity on December 7, 2028, preserving near-term cash flow flexibility

Negative

• Increased indebtedness from the $150 million draw increases funded leverage
• Interest cost tied to one-month Term SOFR + 2.25%, exposing expense to short-term rate movements
• Material acceleration or covenant terms exist (described in a prior filing) which could affect obligations if triggered

Insights

Senior Financial Analyst

TL;DR: Digi drew $150M of revolver capacity at SOFR+2.25% to support a merger, leaving ~$70M available; maturity in 2028.

The borrowing is a clear liquidity move tied to a specific corporate transaction (Merger Agreement). Using the existing secured revolver preserves flexibility because there are no scheduled amortizations before the December 7, 2028 maturity, which helps near-term cash flow. The all-in cost disclosed (one-month Term SOFR + 2.25% and a 0.25% commitment fee) provides a transparent view of incremental financing expense. Investors should note the filing references prior disclosures for detailed covenants and acceleration triggers, which are material for credit risk assessment.

Corporate Finance / Debt Specialist

TL;DR: A $150M draw on the secured revolver increases funded leverage but maintains short-term flexibility with remaining availability and a 2028 maturity.

From a capital structure perspective, the draw increases outstanding secured debt and will raise interest expense tied to short-term SOFR movements plus the stated margin. The remaining ~$70M availability signals the facility was not fully tapped, preserving some liquidity buffer. The reference to previously filed material terms implies covenants and acceleration events exist; reviewing the December 11, 2023 report is necessary to assess covenant headroom and potential triggers tied to the merger.

8-K Event Classification

2 items: 2.03, 7.01

2 items

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Digi (DGII) borrow $150 million on August 18, 2025?

The filing states the $150 million draw was made in connection with Digi entering into a Merger Agreement.

What is the interest rate and fees on the DGII revolver borrowing?

Borrowings were at the one-month Term SOFR plus a margin of 2.25%, with a 0.25% commitment fee.

How much availability remained on Digi's Credit Facility after the borrowing?

After giving effect to the $150 million borrowing, approximately $70 million of availability remained under the Credit Facility.

When does Digi's revolving Credit Facility mature?

The Credit Facility matures on December 7, 2028, and there are no scheduled payments prior to that date.

Are there details about covenants or acceleration events in this filing?

The filing refers to a prior Current Report filed on December 11, 2023 for a more complete description of material terms, including circumstances that could accelerate or increase obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 11:39 AM Learn about SEC filing dates

0000854775false00008547752025-08-182025-08-180000854775exch:XNAS2025-08-182025-08-18

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

August 18, 2025

Date of report (date of earliest event reported)

_________________________________________ 

Digi International Inc.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware

1-34033

41-1532464

(State of Incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

9350 Excelsior Blvd.

Suite 700

Hopkins

Minnesota

55343

(Address of principal executive offices)

(Zip Code)

(952) 912-3444

(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:

☐ 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

Name of each exchange on which registered

Common Stock, par value $.01 per share

DGII

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 18, 2025, Digi International Inc. (“Digi”) acquired all of the issued and outstanding shares of Jolt Software, Inc. (“Jolt”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated August 18, 2025, by and among Digi, Jolt and the other parties named therein for approximately $145.5 million in cash, net of Jolt’s cash and otherwise subject to customary conditions and adjustments. Jolt, a company based in Utah, provides a software platform designed to help restaurants, retail, hospitality and other business teams achieve team accountability and digital food safety compliance and boost employee performance. Digi funded the purchase price with a combination of cash on hand and borrowings from the Credit Facility (as defined below).

On August 18, 2025, in connection with the entry into the Merger Agreement, Digi borrowed $150 million under its existing senior secured revolving credit agreement, dated as of December 7, 2023 (the “Credit Agreement”), with BMO Bank N.A., as administrative and collateral agent, and the several banks and other financial institutions or entities from time-to-time party thereto as lenders. The revolving credit facility (the “Credit Facility”) matures on December 7, 2028, at which time all borrowings under the Credit Agreement must be paid in full. There are no scheduled payments prior to the maturity date. After giving effect to the borrowing, availability of approximately $70 million remained under the Credit Facility. The borrowings made on August 18, 2025 were made at Term Secured Overnight Financing Rate for a one-month interest period plus an applicable margin of 2.25% with a commitment fee of 0.25%.

A brief description of the other terms and conditions of the Credit Agreement that are material to Digi, including a brief description of the material terms under which the obligations under the Credit Agreement may be accelerated or increased, are more fully described in Digi’s Current Report on Form 8-K filed on December 11, 2023.

Item 7.01 Regulation FD Disclosure.

On August 18, 2025, Digi issued a press release announcing its acquisition of Jolt and Digi’s borrowings under the Credit Facility. A copy of Digi’s press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

No.

Exhibit

Manner of Filing

99.1

Press Release dated August 18, 2025.

Furnished Electronically

104

The cover page from the Current Report on Form 8-K formatted in Inline XBRL

Filed Electronically

SIGNATURES

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

Date: August 19, 2025

			DIGI INTERNATIONAL INC.
			By:						/s/ James J. Loch
									James J. Loch
									Senior Vice President, Chief Financial Officer and Treasurer