Comfort Systems USA (NYSE: FIX) expands credit facility to $1.1B through 2030

Rhea-AI Filing Summary

Comfort Systems USA, Inc. entered into a new amended and restated senior secured revolving credit facility that replaces its prior revolving credit line. The revolving line of credit increased from $850 million to $1.1 billion, with capacity for up to $200 million in letters of credit and $75 million in swingline loans. The facility can be further increased by up to the greater of $500 million or 1.0x Consolidated EBITDA through additional commitments or incremental term loans, and it matures on October 1, 2030.

The loans are secured by first- and second-lien interests in most of the company’s personal property and bear interest at a base rate or term SOFR plus a margin tied to the company’s Net Leverage. At closing, the margin was 1.25% for term SOFR loans and 0.25% for base rate loans, with a 0.175% quarterly commitment fee on unused commitments. Proceeds drawn at closing were used to repay all borrowings under the prior facility. The agreement includes customary financial and negative covenants, including limits on additional debt, liens, dividends, share repurchases, acquisitions, and affiliate transactions, with more flexibility at lower Net Leverage levels.

Insights

Corporate credit and capital structure analyst

Comfort Systems upsizes and extends its revolving credit, adding flexibility under leverage-based covenants.

Comfort Systems USA, Inc. replaced its prior revolver with a senior secured facility that increases borrowing capacity from $850 million to $1.1 billion and pushes maturity out to October 1, 2030. This gives the company a larger, committed liquidity backstop and longer-term funding stability, while keeping the structure as a revolving credit secured by substantially all personal property, with carve-outs for surety-bond projects and certain subsidiaries.

Pricing is leverage-based, with an opening margin of 1.25% over term SOFR and 0.25% over the base rate, plus a 0.175% quarterly fee on unused commitments, which is typical for an investment-grade-style utility revolver. The option to increase the facility by the greater of $500 million or 1.0x Consolidated EBITDA, along with subfacilities for $200 million of letters of credit and $75 million of swingline loans, supports growth and bonding needs. Negative covenants tie shareholder returns and acquisition capacity to Net Leverage thresholds, which helps balance financial flexibility with creditor protection.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) August 27, 2025

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-13011		76-0526487
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

675 Bering Drive, Suite 400
Houston, Texas		77057
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (713) 830-9600

(Former name or former address, if changed since last report.)

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(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FIX		New York Stock Exchange

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 August 27, 2025, Comfort Systems USA, Inc. (the “Company”) entered into an amended and restated senior secured revolving credit facility (the “Facility”), with certain subsidiaries of the Company as guarantors (the “Guarantors”), arranged by Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and provided by a syndicate of banks including Wells Fargo Bank, National Association and other lenders from time to time party thereto (the “Lenders”).

The Facility replaces the senior secured revolving credit facility entered into as of May 25, 2022, as amended from time to time (the “Prior Facility”), by and among the Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.

The Facility is secured by a first lien on substantially all of the Company’s personal property except for assets related to projects subject to surety bonds and assets held by certain unrestricted subsidiaries and captive insurance entities, and a second lien on the Company’s assets related to projects subject to surety bonds. The revolving line of credit to the Company was increased from $850 million under the Prior Facility, to $1.1 billion under the Facility. The Facility includes an option to increase the Facility by an amount up to the greater of (a) $500 million and (b) 1.0x the Company’s Consolidated EBITDA (as defined in the Facility), in the form of additional revolving commitments or incremental term loans. The Facility includes subfacilities for up to $200 million of letters of credit and up to $75 million of swingline loans.

The amounts drawn under the Facility at closing were used to repay all of the loans outstanding under the Prior Facility.

The Facility will mature on October 1, 2030.

The interest rate applicable to the loans under the Facility is a fluctuating per annum rate of interest equal to the sum of an applicable margin and, at the Company’s election from time to time, (a) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.5%, (ii) the rate of interest established from time to time by the Agent as its “Prime Rate”, (iii) and the secured overnight financing rate (“SOFR”) for a one-month tenor plus 1.0%, with a floor of 1.0%, or (b) term SOFR determined by reference to the term rate published by the CME Group Benchmark Administration Limited (CBA) (or any successor thereof) for an interest period of one, three, or six months on the day that is two U.S. government securities business days prior to the commencement of such tenor (or if such term rate is unavailable, a forward-looking term rate based on SOFR for such tenor published by such SOFR administrator on the first preceding U.S. government securities business day, with a floor of 0.0%).

The applicable margin for loans is based on the ratio of (a) the Company’s Consolidated Total Indebtedness (as defined in the Facility), minus unrestricted cash and cash equivalents up to $100,000,000, to (b) its Consolidated EBITDA (such ratio, the “Net Leverage”). At closing, the applicable margin for revolving loans, including swingline loans (which must be base rate loans), is 1.25% for loans bearing interest by reference to term SOFR, and 0.25% for loans bearing interest by reference to the base rate.

The Company must pay to the Agent for the ratable account of the Lenders a quarterly commitment fee equal to the product of (a) the applicable commitment fee rate, based on the Company’s Net Leverage, and (b) the average daily amount of the unused revolving commitments. At closing, the applicable commitment fee rate is 0.175%.

The Company must pay to the Agent for the ratable account of the Lenders a quarterly letter of credit fee equal to the product of (a) 50% of the applicable margin for term SOFR loans for letters of credit supporting non-financial contractual obligations, and 100% of the applicable margin for term SOFR loans for other letters of credit, and (b) the average daily amount available to be drawn on such letters of credit under the Facility. The Company also must pay to each issuing bank a quarterly fronting fee of 0.125% on the average daily amount available to be drawn on letters of credit issued by such issuing bank.

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The Facility contains the following financial covenants:

· Net Leverage Ratio — The Facility requires that Net Leverage not exceed (a) 4.00 to 1.00 at the end of any fiscal quarter ending within four fiscal quarters after a material acquisition and (b) 3.50 to 1.00 as of the end of each other fiscal quarter, through the maturity date.

· Interest Coverage Ratio — The Facility requires that the ratio of (a)  Consolidated EBITDA to (b) Consolidated Interest Expense (as defined in the Facility) not be less than 3.00 to 1.00 as of the end of each fiscal quarter through the maturity date.

The Facility contains negative covenants that, among other things, restrict the Company’s ability to (subject to certain exceptions) (i) incur additional indebtedness and guarantee indebtedness, (ii) create or incur liens, (iii) enter into hedging transactions for speculative purposes, (iv) engage in mergers and consolidations and issue certain equity securities, (v) sell, transfer, or otherwise dispose of assets or discount or sell accounts receivable, (vi) pay dividends and distributions or repurchase its capital stock, provided that such dividends, distributions, and repurchases are permitted in an unlimited amount when Net Leverage is less than or equal to 2.75 to 1.00, (vii) make payments on subordinated debt, unless no default then exists, (viii) make investments, acquisitions, loans or advances, or engage in unrelated lines of business, provided that acquisitions are permitted in an unlimited amount when Net Leverage is at least 0.25 to 1.00 less than the maximum Net Leverage permitted at such time, and (ix) enter into certain transactions with affiliates on a non-arm’s length basis.

The Facility also includes, among other things, customary affirmative covenants (including reporting covenants) and events of default (including a change of control) for facilities of this type.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 1.02. 

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

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit Number		Description
10.1		Fourth Amended and Restated Credit Agreement dated as of August 27, 2025 by and among Comfort Systems USA, Inc., as Borrower, the Lenders listed on the signature pages thereof, and Wells Fargo Bank, National Association, as Agent for the Lenders.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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SIGNATURES

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 hereunto duly authorized.

	COMFORT SYSTEMS USA, INC.
	By:	/s/ Laura Howell
		Laura Howell, Senior Vice President, General Counsel, and Secretary

Date:       September 2, 2025

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FAQ

What did Comfort Systems USA, Inc. (FIX) change in its credit facility?

Comfort Systems USA, Inc. entered into an amended and restated senior secured revolving credit facility that replaces its prior facility. The new agreement increases the revolving borrowing capacity to $1.1 billion, extends the maturity to October 1, 2030, and updates pricing and covenant terms while keeping a secured structure on most of the company’s personal property.

How large is Comfort Systems USA, Inc.’s new revolving credit line?

The company’s revolving line of credit increased from $850 million under the prior facility to $1.1 billion under the new facility. In addition, the agreement allows for subfacilities of up to $200 million in letters of credit and up to $75 million in swingline loans.

When does Comfort Systems USA, Inc.’s new credit facility mature?

The amended and restated senior secured revolving credit facility for Comfort Systems USA, Inc. will mature on October 1, 2030, providing a multi-year committed source of liquidity.

What interest rates apply under Comfort Systems USA, Inc.’s new facility?

Loans under the facility bear a fluctuating per annum interest rate equal to a chosen base rate or term SOFR plus an applicable margin tied to the company’s Net Leverage. At closing, the applicable margin was 1.25% for loans referenced to term SOFR and 0.25% for loans referenced to the base rate, with SOFR floors specified in the agreement.

How can the size of Comfort Systems USA, Inc.’s facility be increased in the future?

The agreement includes an option to increase the total facility by an amount up to the greater of $500 million and 1.0x the company’s Consolidated EBITDA. Any such increase may be structured as additional revolving commitments or incremental term loans, subject to the terms of the facility and lender participation.

What covenants and restrictions are included in Comfort Systems USA, Inc.’s new facility?

The facility includes financial covenants and negative covenants that limit, subject to exceptions, additional indebtedness, liens, speculative hedging, mergers, certain equity issuances, asset sales, dividends, share repurchases, subordinated debt payments, and certain investments and affiliate transactions. For example, dividends, distributions, and repurchases are permitted in an unlimited amount when Net Leverage is less than or equal to 2.75 to 1.00, and acquisitions are permitted in an unlimited amount when Net Leverage is at least 0.25 to 1.00 less than the maximum Net Leverage then permitted.

How were the proceeds from the new Comfort Systems USA, Inc. facility used at closing?

Amounts drawn under the new senior secured revolving credit facility at closing were used to repay in full all loans outstanding under the company’s prior senior secured revolving credit facility.