RideNow Group funds $220M loan refinancing
RideNow has no binding commitment from Wells Fargo for a proposed $50 million revolver, whose proceeds are expected to support partial term-loan refinancing and working capital.
Rhea-AI Filing Summary
RideNow Group, Inc. entered into and funded $220 million of senior secured term loans on September 25, 2026, refinancing its prior term loan agreement in full. The loans mature September 25, 2031, with interest, at RideNow’s option, at Base Rate plus 7.375% or Adjusted Term SOFR, subject to a 3.00% floor, plus 8.375% per annum. They are secured by a first-priority interest in substantially all company and guarantor assets, subject to exceptions. Covenants cap the Consolidated First Lien Net Leverage Ratio at 4.80 to 1.00, stepping down to 3.25 to 1.00 beginning in the second quarter of 2029, and require monthly liquidity of at least $15 million.
RideNow also restated three unsecured notes totaling approximately $10.0 million with SH Capital Partners, L.P., Mark Tkach and Face Canyon LLC, each affiliated with a director or founder. Their principal and material economic terms were unchanged; they bear 13.0% interest, payable in kind, and mature August 31, 2028. Separately, RideNow is in advanced discussions with Wells Fargo about an expected $50 million asset-based revolver, but has no binding commitment; closing remains subject to due diligence, final credit approval, definitive documentation and customary conditions.
Filing Explained
The funded
8-K Event Classification
5 items: 1.01, 1.02, 2.03, 8.01, 9.01
5 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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Senior secured term loans: $220 million
Term-loan maturity: September 25, 2031
Term-loan interest options: Base Rate + 7.375% per annum; or Adjusted Term SOFR, subject to a 3.00% floor, + 8.375% per annum
+5 more
8 metrics
Senior secured term loans
$220 million
Funded September 25, 2026, to refinance the prior term loan agreement in full
Term-loan maturity
September 25, 2031
Maturity date of the new term loans
Term-loan interest options
Base Rate + 7.375% per annum; or Adjusted Term SOFR, subject to a 3.00% floor, + 8.375% per annum
RideNow’s option
Consolidated First Lien Net Leverage Ratio
Maximum 4.80 to 1.00, stepping down to 3.25 to 1.00
The 3.25 to 1.00 limit begins with the Test Period ending in the second quarter of 2029
Minimum Liquidity
$15 million
Tested monthly
A&R Notes aggregate principal
Approximately $10.0 million
Three amended and restated unsecured notes
A&R Notes interest rate
13.0% per annum; 15.0% after maturity
Interest is payable in kind and capitalized on each interest accrual date
Expected ABL Facility
$50 million
Under advanced discussions with Wells Fargo; RideNow has no binding commitment
Key Terms
make-whole premium, Consolidated First Lien Net Leverage Ratio, interest payable in-kind, Daily Simple SOFR
4 terms
Consolidated First Lien Net Leverage Ratio financial
"maintain a Consolidated First Lien Net Leverage Ratio"
A consolidated first lien net leverage ratio measures how much high-priority secured debt a company (including its subsidiaries) carries after subtracting available cash, compared with its annual operating cash flow. Think of it like the remaining balance on the most important mortgage divided by a homeowner’s yearly income: a higher number means heavier debt burden and greater risk to lenders and investors, while a lower number signals more room to borrow and safer credit standing.
interest payable in-kind financial
"with interest payable in-kind and capitalized"
Daily Simple SOFR financial
"Daily Simple SOFR plus 2.25% per annum"
Daily simple SOFR is a widely published short-term interest benchmark based on actual overnight secured borrowing costs in the U.S. Treasury repo market; the “daily simple” version means the single-day rate is applied directly to calculate interest for that day rather than being compounded over multiple days. Investors care because it sets the interest paid or earned on floating-rate loans, bonds and cash products, so small daily changes change cash flows, borrowing costs and valuations—think of it as the daily retail price that determines what you pay or receive for short-term money.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much are RDNW’s new term loans and when do they mature?
RideNow funded $220 million of senior secured term loans on September 25, 2026, and they mature on September 25, 2031.
What interest rates apply to RDNW’s new term loans?
At RideNow’s option, the loans bear interest at Base Rate plus 7.375% per annum or Adjusted Term SOFR, subject to a 3.00% floor, plus 8.375% per annum.
Is RDNW’s expected $50 million ABL facility committed?
No. RideNow said it has no binding commitment from Wells Fargo. The expected facility remains subject to satisfactory due diligence, final credit approval, negotiation and execution of definitive loan documentation, and customary closing conditions.
How does RDNW expect to use the proposed ABL facility’s proceeds?
RideNow expects to use the proceeds, among other things, to refinance a portion of the term loans and for working capital and other general corporate purposes.
What is the expected interest margin on RDNW’s proposed ABL facility?
The expected applicable margin for revolving loans is Daily Simple SOFR plus 2.25% per annum.
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): September 25, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code (480 ) 755-5200
| (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 | ||||||
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 September 25, 2026 (the "Closing Date"), RideNow Group, Inc. (the "Company"), as borrower, entered into a term loan credit agreement with affiliates of Centerbridge Partners, L.P. and Alter Domus (US) LLC, as administrative agent and collateral agent, providing for senior secured term loans of $220 million (the "Term Loan Credit Agreement"), which were funded on the Closing Date to refinance in full that certain Term Loan Credit Agreement, dated as of August 31, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the "Existing Credit Agreement"), by and among the Company, Oaktree Fund Administration, LLC, as administrative agent and collateral agent, and certain financial institutions party thereto as lenders, which was terminated on the Closing Date.
The Term Loans will mature on September 25, 2031. The Term Loans are guaranteed by certain subsidiaries of the Company and are secured by a first-priority security interest in substantially all of the Company's and each of the guarantor's assets, subject to certain exceptions, including existing liens in connection with the Company's and its subsidiaries' floor plan financing arrangements for vehicle inventory.
The Term Loans will bear interest at a rate equal to, at the Company's option, (1) during such periods as such Term Loan is a Base Rate Loan, the Base Rate, plus 7.375% per annum or (2) during such periods as such Term Loan is a SOFR Loan, the Adjusted Term SOFR, subject to a floor of 3.00% per annum, plus 8.375% per annum.
The Term Loan Credit Agreement includes mandatory prepayment provisions that require the Company to prepay the Term Loans upon certain events, including with the proceeds of certain asset sales, casualty events (subject to certain exceptions), certain borrowings under the ABL Facility (as defined below) and certain unpermitted debt issuances. Voluntary and certain mandatory prepayments prior to the date that is twenty-four months after the Closing Date (the "Non-Call Period") are subject to a make-whole premium equal to the sum of (i) the present value as of such date of prepayment of all required remaining scheduled payments of interest due on such Term Loans through and include the last day of the Non-Call Period (but excluding accrued and unpaid interest to such date of determination) computed using a discount rate equal to the yield to maturity of United States Treasury securities with a maturity closest to the last day of the Non-Call Period plus 0.50%, plus (ii) 2.00% of the aggregate principal amount of Term Loans so prepaid. Voluntary and certain mandatory prepayments on and after the date that is twenty-four months after the Closing Date but prior to the date that is thirty-six months after the Closing Date are subject to a prepayment premium of 2.00% of the aggregate principal amount of Term Loans so prepaid.
The Term Loan Credit Agreement contains covenants that, subject to certain exceptions and qualifications, limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments and grant liens. The Term Loan Credit Agreement also requires the Company to (i) maintain a Consolidated First Lien Net Leverage Ratio not to exceed 4.80 to 1.00 commencing with the Test Period ending on the last day of the first full fiscal quarter following the Closing Date, stepping down to 3.25 to 1.00 commencing with the Test Period ending in the second quarter of 2029 and (ii) maintain minimum Liquidity of not less than $15,000,000, tested monthly. The Term Loan Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults, certain events of bankruptcy and insolvency, judgment defaults or a Change of Control of the Company, which provisions permit the acceleration of the repayment of the Term Loans, together with accrued interest and prepayment premiums, if any, as further set forth in the Term Loan Credit Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Term Loan Credit Agreement.
The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of that agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
In connection with the refinancing described above, on the Closing Date, the Company amended and restated three existing Unsecured Promissory Notes, originally issued on August 25, 2025, with three Amended and Restated Unsecured Promissory Notes (collectively, the "A&R Notes") with each of SH Capital Partners, L.P., Mark Tkach and Face Canyon LLC, each of which is affiliated with a director or founder of the Company. Each A&R Note has a principal amount of $3,333,334 (aggregate principal of approximately $10.0 million). The amendment and restatement did not modify the principal amount, interest rate, maturity rate or other material economic terms of the original Unsecured Promissory Notes. The A&R Notes bear interest at 13.0% per annum (15.0% after maturity), with interest payable in-kind and capitalized on each interest accrual date. The A&R Notes mature on August 31, 2028, are unsecured and subordinated to the Senior Debt (as defined therein) pursuant to a Subordination Agreement with Alter Domus (US) LLC, as senior agent. The A&R Notes are guaranteed by certain subsidiaries of the
Company and include customary events of default. The A&R Notes may be prepaid in whole or in part at any time without premium or penalty.
The foregoing description of the A&R Notes does not purport to be complete and is qualified in its entirety by the full text of the A&R Notes, which are filed as Exhibits 10.2, 10.3 and 10.4 to this Form 8-K and are incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under 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 set forth under Item 1.01 above is incorporated herein by reference.
Item 8.01. Other Events.
The Company is currently in advanced discussions with Wells Fargo Bank, National Association ("Wells Fargo") regarding a $50 million senior secured asset-based revolving credit facility (the "ABL Facility"). The ABL Facility is expected to be available to certain wholly-owned operating subsidiaries of the Company as borrowers, guaranteed by the Company and certain of its subsidiaries, and secured by a first-priority security interest in certain working capital assets and a second-priority security interest in certain floor plan collateral. The Company expects to use the proceeds of the ABL Facility, among other things, to refinance a portion of the Term Loans under the Term Loan Credit Agreement described in Item 1.01 above, and for working capital and other general corporate purposes. The applicable margin for revolving loans under the ABL Facility is expected to be Daily Simple SOFR plus 2.25% per annum.
The Company does not have any binding commitment from Wells Fargo to provide the ABL Facility, and there can be no assurance that definitive documentation for the ABL Facility will be executed, that the ABL Facility will be consummated, or that the Company will incur borrowings under the ABL Facility. The terms of the ABL Facility remain subject to the satisfactory completion of Wells Fargo's due diligence, final credit approval, the negotiation and execution of definitive loan documentation, and the satisfaction of customary closing conditions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 10.1 | Term Loan Credit Agreement, dated as of September 25, 2026, by and among RideNow Group, Inc., Alter Domus (US) LLC, as administrative agent and collateral agent, and certain financial institutions party thereto as lenders. | |||||||
| 10.2 | Amended and Restated Unsecured Promissory Note, dated as of September 25, 2026, by and among RideNow Group, Inc. and SH Capital Partners, L.P. | |||||||
| 10.3 | Amended and Restated Unsecured Promissory Note, dated as of September 25, 2026, by and among RideNow Group, Inc. and Mark Tkach. | |||||||
| 10.4 | Amended and Restated Unsecured Promissory Note, dated as of September 25, 2026, by and among RideNow Group, Inc. and Face Canyon LLC. | |||||||
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.
| RideNow Group, Inc. | ||||||||
| Date: September 28, 2026 | By: | /s/ Joshua J. Barsetti | ||||||
| Joshua J. Barsetti | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||