STOCK TITAN
  1. Home
  2. Sec-filings
  3. PPIH
  4. [8-K] Perma-Pipe International Holdings, Inc. Reports Material Event

Perma-Pipe (NASDAQ: PPIH) lines up new JPMorgan credit for global expansion

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Perma-Pipe International Holdings, Inc. (PPIH) entered into a new secured global credit agreement with JPMorgan Chase Bank, N.A. providing a $75.0 million revolving credit facility (including up to $30.0 million for letters of credit and $5.0 million in swingline loans) and a $14.0 million term loan facility, with up to an additional $50.0 million of incremental capacity, for total potential capacity of up to $139 million.

The new 2026 Credit Agreement replaces and consolidates multiple prior facilities, including an existing April 8, 2026 agreement that was repaid in full at closing. On the closing date, Perma-Pipe borrowed $14.0 million under the term loan and had $23.0 million outstanding on the revolver. Both the revolving facility and term loan mature on August 25, 2031. Borrowings bear interest at an Alternate Base Rate or Adjusted Term SOFR, Adjusted EURIBOR or Adjusted Term CORRA plus a margin tied to the leverage ratio, ranging from 1.50%–2.00% for base rate loans and 2.50%–3.00% for benchmark and RFR loans, with a 0.20%–0.30% commitment fee on unused revolver capacity.

The facilities are guaranteed by certain subsidiaries and secured by liens on collateral. Key financial covenants require a maximum consolidated leverage ratio of 3.00 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00

Positive

  • Up to $139 million global credit capacity combining a $75.0 million revolver, $14.0 million term loan and $50.0 million incremental availability increases Perma-Pipe’s accessible financing to support operations and growth.
  • Maturity extended to August 25, 2031 on both the revolving and term loan facilities, providing long-dated capital structure visibility.
  • Consolidation of multiple facilities into one global structure is presented as simplifying banking arrangements and improving liquidity management across Perma-Pipe’s international operations.

Negative

  • None.

Filing Explained

The completed August 25, 2026 refinancing includes quarterly term-loan principal payments beginning September 30, 2026; any unpaid balance is due when the $14.0 million term loan matures on August 25, 2031.

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.
Revolving credit facility $75.0 million Secured revolving credit facility under 2026 Credit Agreement
Term loan facility $14.0 million Secured term loan facility under 2026 Credit Agreement
Incremental capacity $50.0 million Additional revolving or incremental term loans that may be requested
Outstanding revolver balance at closing $23.0 million Revolving credit facility borrowings as of the closing date
Total potential global facility $139 million Combined revolver, term loan and incremental capacity announced in Exhibit 99.1
Commitment fee on unused revolver 0.20%–0.30% Fee on unused revolving commitments based on leverage ratio
Maximum consolidated leverage ratio 3.00 to 1.00 Financial covenant required under the 2026 Credit Agreement
Minimum fixed charge coverage ratio 1.25 to 1.00 Financial covenant required under the 2026 Credit Agreement
revolving credit facility financial
"provides for a secured credit facility consisting of a $75.0 million revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
term loan facility financial
"and a $14.0 million term loan facility"
A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.
Adjusted Term SOFR financial
"based on the Alternate Base Rate or applicable term benchmark rates, including Adjusted Term SOFR"
Adjusted term SOFR is a forward‑looking interest benchmark based on short‑term overnight Treasury repo rates, with a small extra amount added to reflect differences from legacy rates. Think of it as a quoted price that has been nudged to make payments comparable to older benchmarks; it matters to investors because it directly influences borrowing costs, bond yields and cash‑flow forecasts, affecting valuations and hedging outcomes.
consolidated leverage ratio financial
"requires the Company to maintain a consolidated leverage ratio of not more than 3.00 to 1.00"
A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.
fixed charge coverage ratio financial
"and a fixed charge coverage ratio of not less than 1.25 to 1.00"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
letters of credit financial
"includes availability for letters of credit up to $30.0 million"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.

FAQ

What is the size of Perma-Pipe (PPIH)'s new global credit facility?
Perma-Pipe’s new global credit facility with J.P. Morgan provides a $75.0 million revolving credit facility, a $14.0 million term loan facility, and up to $50.0 million in incremental capacity, for total potential availability of up to $139 million.

When does Perma-Pipe (PPIH)'s new credit facility mature?
Both the revolving credit facility and the term loan facility under Perma-Pipe’s 2026 Credit Agreement mature on August 25, 2031, unless earlier terminated or accelerated under the agreement’s terms.

How much has Perma-Pipe (PPIH) drawn under the new credit facilities at closing?
At closing, Perma-Pipe borrowed $14.0 million under the term loan facility and had $23.0 million outstanding under the revolving credit facility. Proceeds, together with cash, were used to repay borrowings under the prior facility.

What interest rates apply to Perma-Pipe (PPIH)'s new credit facility?
Borrowings bear interest at either an Alternate Base Rate plus 1.50%–2.00%, or at Adjusted Term SOFR, Adjusted EURIBOR or Adjusted Term CORRA plus 2.50%–3.00%, with the applicable margin determined by Perma-Pipe’s leverage ratio.

What financial covenants are included in Perma-Pipe (PPIH)'s 2026 Credit Agreement?
The agreement requires Perma-Pipe to maintain a consolidated leverage ratio not more than 3.00 to 1.00 and a fixed charge coverage ratio not less than 1.25 to 1.00, along with other customary covenants on indebtedness, liens and investments.

What will Perma-Pipe (PPIH) use the new credit facility for?
Perma-Pipe states it intends to use borrowings under the 2026 Credit Agreement for working capital and general corporate purposes, which may include permitted acquisitions, other investments, letters of credit and support for its expanding international operations.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0000914122 0000914122 2026-08-27 2026-08-27
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 25, 2026
 
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-32530
36-3922969
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2445 Technology Forest Blvd, Suite 1010
The Woodlands, Texas 77381
(Address of principal executive offices, including zip code)
 
(281) 941-2445
(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(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
PPIH
The Nasdaq Stock Market LLC
 
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 25, 2026, Perma-Pipe International Holdings, Inc. (the “Company”), as borrower, certain subsidiaries of the Company party thereto as loan parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, entered into a Credit Agreement (the “2026 Credit Agreement”). The 2026 Credit Agreement replaces the Company’s existing Credit Agreement dated April 8, 2026 with JP Morgan Chase Bank, N.A., as lender (the “Existing Credit Agreement”), which was terminated concurrently with the closing of the 2026 Credit Agreement. In connection with the closing, all outstanding borrowings under the Existing Credit Agreement were repaid in full. The 2026 Credit Agreement provides for a secured credit facility consisting of a $75.0 million revolving credit facility, which includes availability for letters of credit up to $30.0 million and swingline loans up to $5.0 million, and a $14.0 million term loan facility. Subject to the terms and conditions set forth in the 2026 Credit Agreement, the Company may also request increases in the revolving commitments or incremental term loans in an aggregate amount not to exceed $50.0 million. On the closing date, the Company borrowed $14.0 million under the term loan facility, and the proceeds thereof, together with other available cash, were used to repay outstanding borrowings under the Existing Credit Agreement. As of the closing date, $23.0 million was outstanding under the revolving credit facility. The Company intends to use borrowings under the 2026 Credit Agreement for working capital and general corporate purposes, which may include, from time to time, permitted acquisitions and other investments.
 
The revolving loans may be borrowed, repaid and reborrowed from time to time prior to the revolving credit maturity date, and the term loans are scheduled to amortize in quarterly installments beginning September 30, 2026, with the remaining unpaid principal due on the term loan maturity date. The revolving credit facility and term loan facility mature on August 25, 2031, unless earlier terminated or accelerated in accordance with the terms of the 2026 Credit Agreement.
 
Borrowings under the 2026 Credit Agreement bear interest, at the Company’s option and subject to the terms of the 2026 Credit Agreement, at rates based on the Alternate Base Rate or applicable term benchmark rates, including Adjusted Term SOFR, Adjusted EURIBOR or Adjusted Term CORRA, plus an applicable margin (each such term as defined in the 2026 Credit Agreement). The applicable margin is determined by reference to the Company’s leverage ratio and ranges from 1.50% to 2.00% for Alternate Base Rate loans and from 2.50% to 3.00% for term benchmark and RFR loans (as defined in the 2026 Credit Agreement). The Company is also required to pay a commitment fee on the unused portion of the revolving commitments at a rate ranging from 0.20% to 0.30%, based on the Company’s leverage ratio, as well as customary fees with respect to letters of credit and administrative agent fees.
 
The obligations under the 2026 Credit Agreement are guaranteed by certain subsidiaries of the Company and are secured by liens on collateral granted by the loan parties. The 2026 Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The covenants include, among others, restrictions on indebtedness, liens, investments, dispositions, restricted payments and certain other transactions, as well as financial covenants requiring compliance with a leverage ratio and a fixed charge coverage ratio. The 2026 Credit Agreement requires the Company to maintain a consolidated leverage ratio of not more than 3.00 to 1.00 and a fixed charge coverage ratio of not less than 1.25 to 1.00, subject to the terms and exceptions set forth therein.
 
The foregoing description of the 2026 Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 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 2026 Credit Agreement, on August 25, 2026, the Company terminated the Existing Credit Agreement. The information included in Item 1.01 above 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 incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibits are filed or furnished herewith:
 
Exhibit
Number
 
 
10.1
Credit Agreement Dated August 25, 2026
  99.1 Perma-Pipe Announces Closing of Global Credit Facility of Up to $139 Million
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
Date: August 27, 2026
By:
/s/ Matthew E. Lewicki
Matthew E. Lewicki
Vice President and Chief Financial Officer
 
 

Exhibit 99.1

 

permapipe.jpg

 

COMPANY:               Perma-Pipe International Holdings, Inc.

 

CONTACTS:             Saleh Sagr, President and CEO

 

Perma-Pipe Investor Relations

847.929.1200

investor@permapipe.com

 

Perma-Pipe Announces Closing of Global Credit Facility
of Up to $139 Million

 

New Credit Facility Enhances Global Financial Flexibility to Support Growth

 

The Woodlands, Texas,  August 27, 2026 — Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) (“Perma-Pipe” or the “Company”), a leading global provider of engineered piping and leak detection solutions for energy, infrastructure and industrial markets, today announced the closing of a new global credit facility with J.P. Morgan consists of a $75.0 million revolving credit facility and a $14.0 million term loan facility, and allows the Company access to an additional $50.0 million in incremental capacity.

 

The new facility replaces and consolidates multiple existing credit facilities maintained by the Company and its subsidiaries across various jurisdictions, creating a more streamlined and centralized financing structure for Perma-Pipe’s global operations. It also provides Perma-Pipe with significantly increased financial capacity, enhanced liquidity and greater flexibility to support working capital requirements, letters of credit, strategic investments and the Company’s continued expansion in key markets.

 

Saleh Sagr, President and Chief Executive Officer of Perma-Pipe, commented:

 

“The closing of this global credit facility marks an important milestone for Perma-Pipe. By consolidating multiple credit facilities across jurisdictions into a single global financing arrangement, we have enhanced our financial flexibility, simplified our banking structure and strengthened our ability to manage our growing international operations.

 

“As we continue to expand across North America, the Middle East and other strategic markets, having a strong, scalable and efficient financial foundation is increasingly important. This facility provides us with the liquidity to support our customers, fund working capital requirements, and pursue attractive growth opportunities.

 

“We are very pleased to work with J.P. Morgan as our strategic banking partner and appreciate the confidence they have placed in Perma-Pipe. We look forward to building a strong, long-term relationship with the bank as we continue to execute our global growth strategy,” concluded Mr. Sagr.

 

Matthew Lewicki, Vice President and Chief Financial Officer of Perma-Pipe, added:

 

“This new global credit facility greatly enhances Perma-Pipe’s global treasury and financing structure. By consolidating multiple facilities across several jurisdictions into a single global credit facility, we have simplified our banking arrangements, strengthened liquidity management and increased visibility and flexibility across the organization. The facility also provides substantial capacity to support our working capital requirements and future growth as our backlog, project activity, and international operations continue to expand, providing a strong financial foundation for Perma-Pipe’s next phase of growth.”

 

About Perma-Pipe International Holdings, Inc.

 

Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) is a global leader in engineered piping and corrosion protection solutions. The Company provides pre-insulated piping systems, leak detection systems, anti-corrosion coatings and related engineered products and services to customers across the energy, district energy, infrastructure, industrial, Oil & Gas, water transmission, and other critical infrastructure markets.

 

Perma-Pipe operates manufacturing and service facilities across North America, Middle East, North Africa, India and other strategic markets, enabling the Company to serve customers globally while providing local manufacturing and engineering capabilities.

 

For more information, visit www.permapipe.com.

 

Forward-Looking Statements

 

Certain statements and other information contained in this press release that can be identified by the use of forward-looking terminology constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby, including, without limitation, statements regarding the expected future performance and operations of the Company. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties include, but are not limited to, the following: (i) the impact of a health pandemic on the Company's results of operations, financial condition and cash flows; (ii) fluctuations in the price of oil and natural gas and its impact on the customer order volume for the Company's products; (iii) the Company's ability to comply with all covenants in its credit facilities; (iv) the Company’s ability to repay its debt and renew expiring international credit facilities; (v) the Company’s ability to effectively execute its strategic plan and achieve profitability and positive cash flows; (vi) the impact of global economic weakness and volatility; (vii) fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products; (viii) the timing of order receipt, execution, delivery and acceptance for the Company’s products; (ix) decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds; (x) the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts; (xi) aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates; (xii) the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers; (xiii) the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company; (xiv) reductions or cancellations of orders included in the Company’s backlog; (xv) the Company's ability to collect an account receivable related to a project in the Middle East; (xvi) risks and uncertainties related to the Company's international business operations; (xvii) the Company’s ability to attract and retain senior management and key personnel; (xviii) the Company’s ability to achieve the expected benefits of its growth initiatives; (xix) the Company’s ability to interpret changes in tax regulations and legislation; (xx) the Company's ability to use its net operating loss carryforwards; (xxi) reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s percentage-of-completion revenue recognition; (xxii) the Company’s failure to establish and maintain effective internal control over financial reporting; and (xxiii) the impact of cybersecurity threats on the Company’s information technology systems. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at https://www.sec.gov and under the Investor Center section of our website (http://investors.permapipe.com).

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Press Releases

Agreements & Contracts

Other Documents