U.S. Physical Therapy (NYSE: USPH) closes upsized $450M credit deal to 2031
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
U.S. Physical Therapy, Inc. entered into a Fourth Amended and Restated Credit Agreement providing $450 million in senior credit facilities maturing on April 14, 2031. The package includes a $275 million revolving facility and a $175 million term loan, with interest based on Term SOFR or an alternate base rate plus a leverage-based margin.
The term loan amortizes gradually with the remaining balance due at maturity, while the revolver supports working capital, acquisitions, and general corporate purposes. The company states this new facility increases and extends its prior $325 million credit facility and was upsized from an initial $400 million launch amount, reflecting strong lender participation.
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Insights
USPH secures larger, longer-dated $450M credit facility on leverage-based terms.
U.S. Physical Therapy, Inc. closed a $450 million senior credit facility split between a $275 million revolver and a $175 million term loan, with final maturity on April 14, 2031. This replaces a prior $325 million facility that would have expired in June 2027.
Pricing is tied to the company’s Consolidated Leverage Ratio, with Term SOFR margins ranging from 1.25% to 2.25% and alternate base rate margins from 0.25% to 1.25%. An unused commitment fee between 0.225% and 0.35% also varies with leverage.
The structure provides flexibility: proceeds can fund working capital, general corporate purposes, and acquisitions, while also refinancing the prior facility and related fees. The company may further increase commitments by up to $125 million plus additional amounts, subject to maintaining a pro forma Consolidated Leverage Ratio at or below 2.5:1.0.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 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 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.
Key Figures
Senior credit facilities size: $450 million
Revolving facility: $275 million
Term facility: $175 million
+5 more
8 metrics
Senior credit facilities size
$450 million
Aggregate principal amount under Fourth Amended and Restated Credit Agreement
Revolving facility
$275 million
Revolving credit facility, part of senior credit facilities
Term facility
$175 million
Term loan facility under new credit agreement
Maturity date
April 14, 2031
Final maturity of the new credit agreement
Prior facility size
$325 million
Size of previous credit facility replaced by new agreement
Term SOFR margin range
1.25%–2.25%
Applicable margin over Term SOFR based on leverage
Base rate margin range
0.25%–1.25%
Applicable margin over alternate base rate based on leverage
Unused commitment fee
0.225%–0.35% per annum
Fee on unused revolver commitments, leverage-based
Key Terms
Term SOFR, Revolving Facility, Consolidated Leverage Ratio, commitment fee, +2 more
6 terms
Term SOFR financial
"The interest rates per annum applicable to the Senior Credit Facilities ... will be Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Revolving Facility financial
"Revolving Facility: $275 million, five-year, revolving credit facility"
A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.
Consolidated Leverage Ratio financial
"based on the Consolidated Leverage Ratio of the Company and its subsidiaries"
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.
commitment fee financial
"a commitment fee equal to the actual daily excess of each lender’s commitment"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
fixed charge coverage ratio financial
"financial covenants which include a consolidated fixed charge coverage ratio"
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.
first priority security interest financial
"secured by a perfected first priority security interest in substantially all of the existing"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 14, 2026
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (713 ) 297-7000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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.
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Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2026, U. S. Physical Therapy, Inc. (the “Company”), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, entered into the Fourth Amended and Restated Credit Agreement (the
“Credit Agreement”) among Bank of America, N.A., as administrative agent (“Administrative Agent”) and the lenders from time-to-time party thereto. The Credit Agreement syndicate consists of BofA Securities, Inc. as Joint Lead Arranger and Sole
Bookrunner, and Regions Capital Markets, a division of Regions Bank, as Joint Lead Arranger and Syndication Agent. Other lenders include U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Citizens Bank, N.A. as co-Documentation Agents and
BankUnited, N.A. as participants.
The Credit Agreement, which matures on April 14, 2031, provides for loans in an aggregate principal amount of $450 million. Such loans will be available through the following facilities (collectively, the “Senior Credit Facilities”):
1) Revolving Facility: $275 million, five-year, revolving credit facility (“Revolving Facility”), which includes a $25 million sublimit for the issuance of standby letters of credit and a $25 million sublimit for swingline loans (each, a “Swingline Loan”).
2) Term Facility: $175 million term loan facility (the “Term Facility”). The Term Facility amortizes in quarterly installments of: (a) 0.625% in each of the first two years, (b) 1.25% in the third and fourth year, and (c) 1.875% in the fifth year of the Credit Agreement. The remaining outstanding principal balance of all term loans is due on the maturity date.
The Credit Agreement, which matures on April 14, 2031, provides for loans in an aggregate principal amount of $450 million. Such loans will be available through the following facilities (collectively, the “Senior Credit Facilities”):
1) Revolving Facility: $275 million, five-year, revolving credit facility (“Revolving Facility”), which includes a $25 million sublimit for the issuance of standby letters of credit and a $25 million sublimit for swingline loans (each, a “Swingline Loan”).
2) Term Facility: $175 million term loan facility (the “Term Facility”). The Term Facility amortizes in quarterly installments of: (a) 0.625% in each of the first two years, (b) 1.25% in the third and fourth year, and (c) 1.875% in the fifth year of the Credit Agreement. The remaining outstanding principal balance of all term loans is due on the maturity date.
The proceeds of the Revolving Facility shall be used by the Company for working capital and other general corporate purposes of the Company and its subsidiaries, including to fund future acquisitions and invest in growth opportunities. The
proceeds of the Term Facility shall be used by the Company to refinance the indebtedness outstanding under the Third Amended and Restated Credit Agreement, to pay fees and expenses incurred in connection with the transactions contemplated hereby, for
working capital and other general corporate purposes of the Company and its subsidiaries.
The Company will be permitted to increase the Revolving Facility and/or add one or more tranches of term loans in an aggregate amount not to exceed the sum of (i) $125 million plus (ii) an unlimited additional amount, provided that (in the case of
clause (ii)), after giving effect to such increases, the pro forma Consolidated Leverage Ratio (as defined in the Credit Agreement) would not exceed 2.5:1.0.
The interest rates per annum applicable to the Senior Credit Facilities (other than in respect of Swingline Loans) will be Term SOFR (as defined in the Credit Agreement) plus an applicable margin or, at the option of the Company, an alternate base rate plus an applicable margin. Each Swingline Loan shall bear interest at the base rate plus the applicable margin. The applicable margin for Term SOFR borrowings ranges from 1.25% to 2.25%, and the applicable margin for alternate base rate borrowings ranges from 0.250% to 1.25%, in each case, based on the Consolidated Leverage Ratio of the Company and its subsidiaries.
The Company may select interest periods of one, three or six months for Term SOFR borrowings. Interest is payable at the end of the selected interest period but no less frequently than quarterly and on the date of maturity.
The Company will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its outstanding credit exposure under the Revolving Facility (“unused fee”). Such unused fee will range between 0.225% and 0.35% per annum and is also based on the Consolidated Leverage Ratio of the Company and its subsidiaries. The Company may prepay and/or repay the revolving loans and the term loans, and/or terminate the revolving loan commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions.
The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement includes certain financial covenants which include a consolidated fixed charge coverage ratio and a consolidated leverage ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary events of default.
The Company’s obligations under the Credit Agreement are guaranteed by its material, wholly-owned, domestic subsidiaries (each, a “Guarantor”), and the obligations of the Company and any Guarantors are secured by a perfected first priority security interest in substantially all of the existing and future personal property of the Company and each Guarantor, subject to certain exceptions.
The interest rates per annum applicable to the Senior Credit Facilities (other than in respect of Swingline Loans) will be Term SOFR (as defined in the Credit Agreement) plus an applicable margin or, at the option of the Company, an alternate base rate plus an applicable margin. Each Swingline Loan shall bear interest at the base rate plus the applicable margin. The applicable margin for Term SOFR borrowings ranges from 1.25% to 2.25%, and the applicable margin for alternate base rate borrowings ranges from 0.250% to 1.25%, in each case, based on the Consolidated Leverage Ratio of the Company and its subsidiaries.
The Company may select interest periods of one, three or six months for Term SOFR borrowings. Interest is payable at the end of the selected interest period but no less frequently than quarterly and on the date of maturity.
The Company will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its outstanding credit exposure under the Revolving Facility (“unused fee”). Such unused fee will range between 0.225% and 0.35% per annum and is also based on the Consolidated Leverage Ratio of the Company and its subsidiaries. The Company may prepay and/or repay the revolving loans and the term loans, and/or terminate the revolving loan commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions.
The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement includes certain financial covenants which include a consolidated fixed charge coverage ratio and a consolidated leverage ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary events of default.
The Company’s obligations under the Credit Agreement are guaranteed by its material, wholly-owned, domestic subsidiaries (each, a “Guarantor”), and the obligations of the Company and any Guarantors are secured by a perfected first priority security interest in substantially all of the existing and future personal property of the Company and each Guarantor, subject to certain exceptions.
The Administrative Agent and other parties to the Credit Agreement have provided in the past, and may provide in the future, certain commercial banking, financial advisory, investment banking and other services for the Company and its affiliates
in the ordinary course of their business, for which they have received and may continue to receive customary compensation and expense reimbursement.
On April 15, 2026, the Company issued a press release announcing its entry into the Credit Agreement. A copy of that press release is attached as Exhibit 99.1 hereto.
The description of the Credit Agreement set forth above is qualified in its entirety by reference to the Credit Agreement filed as exhibit 10.1 hereto and 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.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibit
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10.1*
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Fourth Amended and Restated Credit Agreement dated as of April 14, 2026 among the Company, as the borrower, and Bank of America, N.A., as
Administrative Agent, Regions Capital Markets, as Syndication Agent, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., and U.S. Bank National Association, as Co-Documentation Agents, BofA Securities, Inc. and Regions Capital Markets, as Joint
Lead Arrangers, BofA Securities, Inc., as Sole Bookrunner, and the lenders named therein. (Schedules pursuant to the Credit Agreement have not been filed by the Registrant, who hereby undertakes to file such schedules upon the request of the
Commission.) *
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| 99.1 |
Press release dated April 15, 2026, announcing a new credit
facility.
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* Furnished herewith.
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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: April 15, 2026
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By:
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/s/ CAREY HENDRICKSON
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Carey Hendrickson
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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Exhibit 99.1
CONTACT:
U.S. Physical Therapy, Inc.
Carey Hendrickson, Chief Financial Officer
Email: Chendrickson@usph.com
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424
U.S. Physical Therapy Announces
$450 Million Credit Facility
Houston, TX, April 15, 2026 – U.S. Physical Therapy, Inc. (“USPH”
or the “Company”) (NYSE, NYSE Texas: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, today announced the closing of a $450 million, five-year credit facility that includes a
$175 million term loan and a $275 million revolver with a maturity date of April 14, 2031. Based on strong lender support, the credit facility was upsized from its initial $400 million launch amount. This is an increase and extension of the
Company’s $325 million credit facility which was due to expire on June 17, 2027.
Chris Reading, Chairman and CEO, stated, “The credit facility’s increased borrowing capacity, improved pricing, and extended maturity reflects our strong credit
profile and the confidence that our banking partners have in USPH. Along with cash flow from operations, this upsized facility will allow us to continue to grow our portfolio of physical therapy and industrial injury prevention businesses, while at
the same time returning capital to our shareholders.”
The credit facility syndicate consists of Bank of America Securities Inc. as Joint Lead Arranger and Sole Bookrunner with Bank of America, N.A. as Administrative
Agent, and Regions Capital Markets, a division of Regions Bank, as Joint Lead Arranger and Syndication Agent. Other lenders include US Bank, JP Morgan and Citizens Bank as co-Documentation Agents and Bank United as participant.
Additional details related to the terms and conditions of the new credit facility will be included in a Current Report on Form 8-K which will be filed with the
Securities and Exchange Agreement no later than April 20, 2026.
About U.S. Physical Therapy, Inc.
Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 783 outpatient physical therapy clinics in 44 states. USPH clinics provide preventative and
post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically related injuries and rehabilitation of injured workers. USPH also has an industrial injury prevention business which provides
onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments.
More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.
FAQ
What is the size and structure of U.S. Physical Therapy (USPH) new credit facility?
U.S. Physical Therapy secured a new $450 million senior credit facility. It consists of a $275 million revolving facility and a $175 million term loan, both maturing on April 14, 2031, providing liquidity for operations, acquisitions, and general corporate purposes.
How does the new USPH credit facility compare to the previous one?
The new facility increases borrowing capacity to $450 million from a prior $325 million credit facility. It also extends the maturity to April 14, 2031, compared with the earlier facility’s June 17, 2027 expiry, giving the company a longer funding horizon.
What are the interest rates under U.S. Physical Therapy’s new credit agreement?
Interest on the senior credit facilities is based on Term SOFR plus 1.25%–2.25% or an alternate base rate plus 0.25%–1.25%. The applicable margin depends on the company’s Consolidated Leverage Ratio, with interest payable at least quarterly and at maturity.
What can U.S. Physical Therapy use the new revolving and term facilities for?
The revolving facility may be used for working capital, general corporate purposes, acquisitions, and growth investments. The term facility will refinance indebtedness under the prior credit agreement, cover related fees and expenses, and also support working capital and other corporate needs.
Can U.S. Physical Therapy increase the size of its new credit facilities?
The company may increase the revolving facility or add term loan tranches by up to $125 million plus an additional uncapped amount. Any such increase is conditioned on the pro forma Consolidated Leverage Ratio not exceeding 2.5:1.0 after giving effect to the incremental commitments.
What collateral and guarantees support U.S. Physical Therapy’s new credit agreement?
The company’s obligations are guaranteed by its material, wholly owned domestic subsidiaries. The company and these guarantors provide a perfected first priority security interest in substantially all existing and future personal property, subject to customary exceptions, enhancing lender protection under the facility.