Turtle Beach (NASDAQ: TBCH) refinances debt and boosts buyback capacity
Rhea-AI Filing Summary
Turtle Beach Corporation has completed a significant refinancing, entering an $85 million term loan with Blue Torch and a new asset-based revolving credit facility with Bank of America. The term loan matures on April 30, 2029, amortizes quarterly at 1.25% of the original principal, and bears interest at a base rate or SOFR plus margins tied to total leverage.
The ABL structure includes U.S. commitments of $50 million or $65 million and U.K. commitments of $10 million or $15 million based on seasonality, with interest at SOFR, the U.S. Base Rate, SONIA, or EURIBOR plus set margins. In the accompanying press release, the Company highlights a revolving ABL facility of up to $80 million and reiterates its $75 million share repurchase authorization, under which about $49 million of stock has been repurchased and approximately $56 million of capacity remains.
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Insights
Turtle Beach refinances debt, preserves liquidity and emphasizes buybacks.
Turtle Beach replaced a prior $150 million credit agreement with a new structure combining an $85 million term loan and an asset-based revolver of up to $80 million. The term loan runs to April 30, 2029 in the 8-K description and is secured by substantially all company and subsidiary assets.
The revolver provides seasonal U.S. and U.K. borrowing bases with interest tied to SOFR, the U.S. Base Rate, SONIA, or EURIBOR plus relatively modest margins in the ABL. Both facilities carry covenants, including leverage, liquidity, and a fixed charge coverage test that can spring into effect, which may constrain flexibility if performance weakens.
The press release links this structure directly to a $75 million share repurchase authorization, noting about $49 million already deployed and roughly $56 million remaining. The new facilities are described as designed to accommodate an active buyback program, so future filings will show how much of this capacity management actually uses over the coming periods.
8-K Event Classification
Key Figures
Key Terms
Term Loan Facility financial
asset-based lending financial
Secured Overnight Financing Rate financial
Sterling Overnight Index Average Reference Rate financial
financial covenants financial
fixed charge coverage ratio financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Term Loan Facility
On April 30, 2026, Turtle Beach Corporation (the “Company”) entered into a new financing agreement (the “Term Loan Financing Agreement”) by and among the Company, Voyetra Turtle Beach, Inc., a Delaware corporation, as borrower (“VTB”), each subsidiary of the Company listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance, LLC (“the “Term Agent”), as administrative agent and collateral agent (“Blue Torch”), pursuant to which Blue Torch made a loan to VTB in the aggregate amount of $85 million (the “Term Loan Facility”), the proceeds of which were used to or will be used to (a) refinance existing indebtedness of the Company and its subsidiaries; (b) for general corporate purposes; and (c) to pay fees and expenses related to the loan transactions. The Term Loan Facility will amortize in a quarterly amount equal to 1.25% of the aggregate original principal amount of the Term Loan Facility and may be prepaid at any time subject to a prepayment premium during the first year of the interest payments payable during the first year plus 3.00%. The Term Loan Facility is secured by substantially all of the assets of the Company and its subsidiaries which are party to the Term Loan Facility.
The Term Loan Facility (a) will mature on April 30, 2029; (b) will bear interest at a rate equal to (i) a base rate plus 6.50% per annum for Reference Rate Loans and Secured Overnight Financing Rate (“SOFR”) plus 7.50% per annum for SOFR Loans if the total leverage ratio is greater than or equal to 3.00x, (ii) a base rate plus 6.25% per annum for Reference Rate Loans and SOFR plus 7.25% per annum for SOFR Loans if the total leverage ratio is greater than or equal to 2.25x but less than 3.00x, and (iii) a base rate plus 5.75% per annum for Reference Rate Loans and SOFR plus 6.75% per annum for SOFR Loans if the total leverage ratio is less than 2.25x; and (c) is subject to certain affirmative, negative and financial covenants, including a minimum liquidity covenant and a quarterly total net leverage ratio covenant.
Revolving Credit Facility
On April 30, 2026, the Company entered into a Loan, Guaranty and Security Agreement (the “ABL Credit Agreement”), by and among the Company, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Performance Designed Products LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., Tide Acquisition Sub II, LLC, the financial institutions party thereto and Bank of America, N.A. (the “ABL Agent”), as agent, collateral agent and security trustee for the lenders to the credit facility (the “Credit Facility”). The ABL Credit Agreement provides for, among other things: (a) subject in each case to the applicable borrowing base, a US commitment in an amount equal to $50,000,000 or $65,000,000 based on the season and a UK commitment equal to $10,000,000 or $15,000,000 based on the season; (b) a maturity date of April 30, 2029; (c) interest rate and margin terms such that the loans will bear interest at a rate equal to (1) SOFR, (2) the US Base Rate, (3) the Sterling Overnight Index Average Reference Rate (“SONIA”) for loans denominated in Sterling, and (4) the Euro Interbank Offered Rate (“EURIBOR”) for loans denominated in Euros, plus in each case, an applicable margin, which is between 0.50% and 1.00% for US Base Rate Loans and 1.50% and 2.00% for US Term SOFR Loans, UK SONIA Rate Loans and UK EURIBOR Loans; and (d) to certain affirmative and negative covenants and a springing (subject to certain triggers) fixed charge coverage ratio. The obligations under the ABL Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries which are party to the ABL Credit Agreement.
The respective priorities of the security interests securing the Term Loan Financing Agreement and the ABL Credit Agreement are governed by an intercreditor agreement, dated as of April 30, 2026, between the Term Agent and the ABL Agent.
The foregoing descriptions of the Term Loan Financing Agreement and ABL Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Term Loan Financing Agreement and ABL Credit Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this item is included in Item 1.01 above and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On May 4, 2026, the Company issued a press release announcing the Term Loan Financing Agreement and the ABL Credit Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed 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. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Financing Agreement, dated as of April 30, 2026, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each subsidiary of Turtle Beach Corporation listed as a “Guarantor” on the signature pages thereto, the lenders from time to time party thereto, Blue Torch Finance, LLC, as collateral agent for the Secured Parties, and Blue Torch, as administrative agent for the Lenders. | |
| 10.2 | Loan, Guaranty and Security Agreement, dated as of April 30, 2026, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Performance Designed Products LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., Tide Acquisition Sub II, LLC, the financial institutions party thereto and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders to the credit facility. | |
| 99.1 | Press release dated May 4, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| TURTLE BEACH CORPORATION | ||||||
| Date: May 4, 2026 | By: | /s/ MARK WEINSWIG | ||||
| Mark Weinswig | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
TURTLE BEACH CORPORATION RESTRUCTURES CREDIT FACILITIES TO ENHANCE CAPITAL RETURN FLEXIBILITY
New Structure Designed to Expand Share Repurchase Capacity Under $75 Million Authorization
SAN DIEGO, CA – May 4, 2026 – Turtle Beach Corporation (Nasdaq: TBCH, the “Company”), a leading gaming accessories brand, today announced the closing of a restructured credit facility designed to provide expanded financial flexibility and accelerate the Company’s capital return program.
The new credit structure consists of a revolving asset-based lending (“ABL”) facility of up to $80 million provided by Bank of America, N.A., and an $85 million term loan facility provided by Blue Torch Capital LP. Together, these facilities replace the Company’s prior $150 million credit agreement and provide the Company with increased operational and capital allocation flexibility.
“This restructured credit facility reflects our ongoing commitment to disciplined capital allocation and our confidence in the long-term value of Turtle Beach,” said Cris Keirn, Chief Executive Officer of Turtle Beach Corporation.
“We believe this new structure better aligns with our capital allocation priorities for the period ahead — specifically, the ability to be a consistent, systematic buyer of our own shares when we believe our stock is priced below intrinsic value,” said Will Wyatt, Chairman of the Turtle Beach Board of Directors. “With approximately $56 million remaining under our existing $75 million authorization and a gaming market we expect to inflect meaningfully over the next couple of years, we are positioning Turtle Beach to capitalize on what we see as a compelling opportunity to create value for shareholders.”
Under the new structure the ABL facility provides up to $80 million of revolving borrowing capacity, with borrowings bearing interest at SOFR plus 150 to 200 basis points based on availability levels, and a maturity of 3 years. The term loan provides $85 million of committed term debt, with borrowings bearing interest at SOFR plus 675 to 750 basis points and a maturity of three years. The new facilities include a financial covenant structure specifically designed to accommodate the Company’s active share repurchase program.
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Turtle Beach Corporation Announces Completion of Debt Refinancing
Share Repurchase Program
Since commencing buybacks in 2024, Turtle Beach has repurchased approximately $49 million of common stock. The Company’s $75 million share repurchase program, authorized in May 2025, has approximately $56 million of capacity remaining. The Company intends to utilize the expanded capacity provided by the new credit structure to continue purchasing shares opportunistically, subject to applicable covenant conditions, market conditions, legal requirements, and other factors. The amount and timing of any repurchases will be determined by management in its discretion.
About Turtle Beach Corporation
Turtle Beach Corporation (the “Company”) (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle Beach brand (www.turtlebeach.com) is known for designing best-selling gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Turtle Beach’s top-rated, fan-favorite Victrix brand is well-respected and favored by pro gamers in esports and the fighting game community. Innovation, first-to-market features, a broad range of products for all types of gamers, and top-rated customer support have made Turtle Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: TBCH.
Cautionary Note on Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. Forward-looking statements are based on management’s current beliefs and expectations, as well as assumptions made by, and information currently available to, management.
While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to trade policies, including the imposition of tariffs on imported goods and other trade restrictions, the release and availability
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Turtle Beach Corporation Announces Completion of Debt Refinancing
of successful game titles, macroeconomic conditions affecting the demand for our products, logistic and supply chain challenges and costs, dependence on the success and availability of third-parties to manufacture and manage the logistics of transporting and distributing our products, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.
CONTACTS
Investor Information:
ICR
tbch@icrinc.com
Corporate Communication & Media:
Kim DeNapoli
SVP, Head of Brand
Turtle Beach Corporation
kim.denapoli@turtlebeach.com
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