Public Policy Holding secures $105M credit facilities
PPHC intends to seek additional commitments through a best-efforts syndication to reach $150 million, with closing currently anticipated in January 2027.
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Form Type
8-K
Rhea-AI Filing Summary
Public Policy Holding Company, Inc. (PPHC) entered into $105.0 million of senior secured credit facilities on November 2, 2026, comprising a $65.0 million term loan and a $40.0 million revolving facility. At closing, PPHC borrowed $65.0 million under the term loan and repaid all amounts outstanding under and terminated its prior credit agreement.
PPHC intends to seek additional commitments through a best-efforts syndication to increase total facilities to $150 million, currently anticipated to close in January 2027. The agreement also includes an uncommitted accordion option of up to $50 million, subject to lender approval and applicable conditions. The facilities mature November 2, 2031; borrowings bear interest at SOFR plus 185 to 230 basis points based on net leverage. Term-loan amortization is 5.0% of original balance in each of years one and two, 7.5% in years three and four, and 10.0% in year five, with the remainder due at maturity. Proceeds may refinance existing indebtedness, finance permitted acquisitions including Reevemark, and support working capital and general corporate purposes. Certain subsidiaries guarantee the obligations, secured by substantially all loan-party personal property, subject to customary exceptions.
Filing Explained
PPHC says the facility’s proceeds included an immediate drawdown to fund Reevemark’s initial cash consideration, identifying acquisition funding as an actual use—not merely a use permitted by the agreement.
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, or exhibit attachments filed with this report.
Key Figures
Initial credit facilities: $105.0 million
Term loan facility: $65.0 million
Revolving credit facility: $40.0 million
+5 more
8 metrics
Initial credit facilities
$105.0 million
At initial closing
Term loan facility
$65.0 million
PPHC borrowed this amount at closing
Revolving credit facility
$40.0 million
At initial closing
Existing facilities outstanding
Approximately $39.8 million
As of September 30, 2026
Syndication target facility size
$150 million
Best-efforts syndication currently anticipated to close in January 2027
Uncommitted accordion option
Up to $50 million
Subject to lender approval and applicable conditions
Interest margin
185 to 230 basis points above SOFR
Based on net leverage
Unused commitment fee
15 to 25 basis points
Applies to undrawn revolving commitments
Key Terms
senior secured credit facilities, Secured Overnight Financing Rate, unused commitment fee, accordion option, +1 more
5 terms
senior secured credit facilities financial
"provides for $105.0 million of senior secured credit facilities"
Senior secured credit facilities are loans or lines of credit that a company borrows where lenders have first claim on specified assets if the company cannot pay back its debts. Think of it like a mortgage on a house: the bank holds the deed (collateral) and gets paid before other creditors, which usually makes the loan cheaper for the borrower. Investors watch these arrangements because they affect a company’s cost of borrowing, financial risk, and how available assets are prioritized if the company faces financial trouble.
Secured Overnight Financing Rate financial
"based on the Secured Overnight Financing Rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
unused commitment fee financial
"An unused commitment fee of 15 to 25 basis points"
A fee charged by a lender on the portion of a credit line or loan facility that a borrower has not drawn down. It is like paying a monthly standby charge for the unused part of a company’s credit card; it reduces net cash available and raises the effective cost of keeping a backup source of funds, while providing steady income to the lender. Investors watch it because recurring unused fees affect a company’s interest expense, liquidity management, and the attractiveness of open credit capacity.
accordion option financial
"an additional uncommitted accordion option of up to $50 million"
An accordion option is a contractual right built into a financing agreement that lets a company expand the number or size of securities it can issue — for example adding more shares or increasing a loan facility — without a separate, lengthy approval process. Think of it like an accordion instrument that can stretch when needed; for investors it matters because exercising the option can change the supply of securities, dilute existing ownership, and alter future fundraising and control dynamics.
net leverage ratio financial
"determined by the net leverage ratio"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How large is PPHC's new credit facility?
PPHC entered into $105.0 million of senior secured credit facilities, comprising a $65.0 million term loan and a $40.0 million revolving credit facility. At closing, it borrowed $65.0 million under the term loan.
How much was outstanding under PPHC's existing credit facilities?
Approximately $39.8 million was outstanding under the existing facilities as of September 30, 2026. PPHC repaid all amounts outstanding under and terminated its prior credit agreement on November 2, 2026.
What was PPHC's stated use of the new facility for Reevemark?
PPHC said proceeds would fund acquisitions, including an immediate drawdown for the initial cash consideration for Reevemark LLC, whose acquisition was announced earlier that day.
What fee applies to PPHC's undrawn revolving commitments?
An unused commitment fee of 15 to 25 basis points applies to undrawn revolving commitments, based on net leverage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 2, 2026
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (202 ) 688-0020
Not Applicable
(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 (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 | ||||||||||||
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 x
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. x
Item 1.01. Entry into a Material Definitive Agreement.
On November 2, 2026, Public Policy Holding Company, Inc. (the “Company”) and certain of its subsidiaries entered into a Credit Agreement (the “New Credit Agreement”) with the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer.
The New Credit Agreement provides for $105.0 million of senior secured credit facilities, consisting of a $65.0 million term loan facility and a $40.0 million revolving credit facility (collectively, the “Credit Facilities”). The Company intends to seek commitments from additional lenders through a syndication to increase the Credit Facilities to an aggregate $150 million. Syndication is being undertaken on a best-efforts basis and is currently anticipated to close in January 2027. The New Credit Agreement further includes an additional uncommitted accordion option of up to $50 million, subject to lender approval and the satisfaction of applicable conditions. The Credit Facilities mature on November 2, 2031.
Borrowings under the Credit Facilities bear interest at variable rates based on the Secured Overnight Financing Rate (“SOFR”) plus a margin of 185 to 230 basis points, determined by the net leverage ratio. An unused commitment fee of 15 to 25 basis points applies to undrawn revolving commitments, also based on net leverage. 5.0% of the original balance of the term loan will amortize in each of years one and two, 7.5% in each of years three and four and 10.0% in year five, with the remaining balance due at maturity on November 2, 2031. The revolving credit facility is interest only.
Proceeds of the Credit Facilities may be used to refinance existing indebtedness, finance permitted acquisitions, including the Reevemark acquisition, and for working capital and other general corporate purposes. The obligations are guaranteed by certain Company subsidiaries and secured by substantially all of the personal property of the loan parties, subject to customary exceptions.
The New Credit Agreement contains customary affirmative and negative covenants and events of default. The obligations under the New Credit Agreement may be accelerated upon the occurrence of specified events of default.
The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with entering into the New Credit Agreement, on November 2, 2026, the Company repaid all amounts outstanding under and terminated its existing credit agreement, dated as of February 28, 2023, among the Company, certain of its subsidiaries and Bank of America, N.A., as lender, as amended from time to time.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
At the closing, the Company borrowed $65.0 million under the term loan facility.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
10.1 | Credit Agreement, dated as of November 2, 2026, among Public Policy Holding Company, Inc., the other borrowers and guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. | ||||
99.1 | Press Release dated November 2, 2026 | ||||
| 104 | Cover Page Interactive Data File | ||||
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.
Date: November 4, 2026 | ||||||||
Public Policy Holding Company, Inc. | ||||||||
By: | /s/ George Stewart Hall | |||||||
Name: | George Stewart Hall | |||||||
Title: | Chief Executive Officer | |||||||
PPHC Announces New $105 Million Senior Secured Credit Facility November 2, 2026 Five-year facility refinances existing borrowings and provides additional capacity to support acquisitions and general corporate purposes WASHINGTON, Nov. 02, 2026 (GLOBE NEWSWIRE) -- Public Policy Holding Company, Inc. ("PPHC", the "Group" or the "Company") (Nasdaq: PPHC), a leading global strategic communications provider offering a comprehensive range of advisory services in Government Relations, Public Affairs and Corporate Communications, announces that it has entered into a new $105 million senior secured credit facility with a U.S. commercial bank (the “New Facility”). The New Facility comprises a $65 million term loan and a $40 million revolving credit facility. The Group intends to seek commitments from additional lenders through a syndication to increase the New Facility to an aggregate $150 million. The New Facility may include an additional uncommitted accordion option of up to $50 million. Syndication is being undertaken on a best-efforts basis and is currently anticipated to close in January 2027. Key Terms A five-year senior secured facility comprising a $65 million term loan and a $40 million revolving credit facility at initial closing. Expected syndication to a total facility size of $150 million, anticipated to close in January 2027 on a best-efforts basis. An uncommitted accordion option of up to an additional $50 million, subject to lender approval and the satisfaction of applicable conditions. Interest payable at the Secured Overnight Financing Rate (“SOFR”) plus a margin of 185 to 230 basis points, determined by the Group’s net leverage ratio. An unused commitment fee of 15 to 25 basis points applies to undrawn revolving commitments, also based on net leverage. Term loan amortization, stated as a percentage of the original balance, of 5.0% in each of years one and two, 7.5% in each of years three and four, and 10.0% in year five, with the remaining balance due at maturity on November 2, 2031. The revolving credit facility is interest only. Secured by a blanket lien over the Group’s assets, with guarantees from substantially all subsidiaries. Use of Proceeds The proceeds of the New Facility will be used to refinance the Group’s existing debt, fund acquisitions including an immediate drawdown to fund the initial cash consideration for the acquisition of Reevemark LLC announced earlier today and provide additional capacity for working capital and general corporate purposes. Existing Facilities The Group’s existing borrowings under the credit arrangements first announced on March 1, 2023, and subsequently expanded and amended on April 30, 2024, June 6, 2024, and January 24, 2025, will be repaid and replaced by the New Facility shortly after closing. As of September 30, 2026, approximately $39.8 million was outstanding under the existing facilities. Capital Allocation The New Facility consolidates the Group’s borrowings into a single financing structure on more favorable terms, extends the Group’s debt maturity profile, and provides additional capacity to support its growth strategy. The Group intends to maintain a prudent leverage ratio as it combines organic growth with targeted, earnings-accretive M&A. The PPHC Board of Directors considers that access to both debt and equity funding provides appropriate flexibility in the Group’s capital allocation, including the funding of acquisitions and deferred consideration, as well as the payment of dividends. Stewart Hall, CEO of PPHC, commented: “This new facility strengthens our financial position and provides additional capacity to execute our growth strategy while maintaining a disciplined approach to leverage and capital allocation. We remain focused on deploying capital selectively into opportunities that enhance our capabilities, broaden our geographic reach and create long-term value for shareholders.”
B/T Advisory acted as exclusive debt advisor, and Venable LLP acted as legal counsel to the Group. Further details of the New Facility, including the identity of the lender and a copy of the credit agreement, will be set out in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission, which will be available at www.sec.gov and on the Company’s investor relations website. About PPHC Incorporated in 2014, PPHC is a global strategic communications platform that supports clients in enhancing and defending their reputations, advancing policy objectives, managing regulatory risk, and engaging with federal and state-level policymakers, stakeholders, media, and the public. Engaged by approximately 1,500 clients, including companies, trade associations and non-governmental organizations, PPHC is active in all major sectors of the economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecommunications and transportation. With operations across 18 offices in the United States and internationally, PPHC's services include government relations, public affairs and corporate communications, research and analytics, digital advocacy campaigning, and compliance support. The Company's shares are admitted to trading on the Nasdaq Global Market and on AIM, a market operated by the London Stock Exchange, under the ticker symbol "PPHC". For more information, visit www.pphcompany.com. Media Contact: Public Policy Holding Company, Inc. (202) 688-0020 inquiries@pphcompany.com Investor Relations: Matthew Mazzanti (202) 559-0172 IR@pphcompany.com