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Item 1.01 - Entry into a Material Definitive Agreement On October 9, 2026, Accelevation LLC (the “ Borrower ”), a subsidiary of Accelevation Holdings Corp. (the “ Company ”), entered into a credit agreement (the “ New Credit Agreement ”), by and among the Borrower, Accelevation Holdings LLC (“ Holdings ”), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and a letter of credit issuer. The New Credit Agreement provides for a senior secured term loan facility with an aggregate principal amount of $250.0 million (the “ Term Loan Facility ”) and a senior secured revolving credit facility with an aggregate principal amount of $400.0 million (the “ Revolving Credit Facility ” and, together with the Term Loan Facility, the “ New Credit Facilities ”), which includes a sublimit for the issuance of letters of credit in an amount up to $100.0 million and a sublimit for swing line loans in an amount up to $40.0 million. As of the closing of the New Credit Agreement, the aggregate principal amount borrowed under the New Credit Facilities is $250.0 million under the Term Loan Facility and $150.0 million under the Revolving Credit Facility. The proceeds of the borrowings on the closing date, together with cash on hand, were used to repay in full all outstanding obligations under the Existing Credit Agreement (as defined below) and to pay transaction expenses. The New Credit Agreement is guaranteed by Holdings and certain of the Borrower’s
wholly owned domestic subsidiaries and secured by substantially all of the Borrower’s assets and the assets of Holdings and certain of the Borrower’s subsidiaries, in each case, subject to customary exceptions.
The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, restricted payments (including dividends and other distributions and repurchases of equity), prepayments of junior debt and transactions with affiliates. In addition, the New Credit Agreement contains financial covenants that require the Borrower and its restricted subsidiaries to comply with the following (subject to certain cure rights):
• commencing with the fiscal quarter ending March 31, 2027, maintain a minimum fixed charge coverage ratio of not less than 1.25 to 1.00, tested as of the last day of each fiscal quarter.
The New Credit Facilities will mature on October 9, 2031 (the “ Maturity Date ”). Term loans and revolving credit loans, other than swing line loans, are available, at the Borrower’s option, as term SOFR loans or base rate loans. Swing line loans bear interest at the applicable base rate. Term SOFR loans under the New Credit Agreement accrue interest at a term SOFR rate plus an applicable margin of 2.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter an applicable margin of 1.50% to 2.50% (depending on the total net leverage ratio of the Borrower and its restricted subsidiaries). Base rate loans under the New Credit Agreement accrue interest at a base rate plus an applicable margin of 1.25% until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter an applicable margin of 0.50% to 1.50% (depending on the total net leverage ratio of the Borrower and its restricted subsidiaries). The Revolving Credit Facility also has a variable commitment fee on unused commitments, which is 0.300% per annum until the delivery of the compliance certificate for the fiscal quarter ending June 30, 2027, and thereafter is tied to the total net leverage ratio of the Borrower and its restricted subsidiaries and ranges from 0.200% to 0.350% per annum.
The Term Loan Facility will amortize in equal quarterly installments of $3.125 million (representing 1.25% of the original principal amount of the Term Loan Facility, or 5.00% per annum), commencing with the fiscal quarter ending March 31, 2027, with the remaining balance payable on the Maturity Date. The Revolving Credit Facility will not amortize.
The foregoing description of the New Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the New Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 1.02 - Termination of a Material Definitive Agreement On October 9, 2026, in connection with the entry into the New Credit Agreement, the Borrower repaid in full all outstanding obligations under, and terminated, the Credit Agreement, dated as of January 2, 2025, by and among, inter alios, Accelevation Intermediate LLC, the Borrower, the guarantors party thereto from time to time, MidCap Financial Trust, as administrative agent, and the lenders party thereto from time to time, as amended, restated, amended and restated, supplemented or otherwise modified from time to time on or prior to the date hereof (the “ Existing Credit Agreement ”).
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant The information described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
PRESS RELEASE
Accelevation Announces New Credit Agreement
New facilities enhance financial flexibility and support long-term growth MIAMISBURG, Ohio, October 13, 2026 - Accelevation Holdings Corp. (Nasdaq: ACCV) (“Accelevation”), a leading designer, manufacturer and installer of customized structural, electrical and mechanical systems for mission-critical infrastructure, today announced that it has entered into a new $650 million senior secured credit agreement that replaces its former credit facilities established prior to the company’s initial public offering. The new facilities consist of a $400 million revolving credit facility and a $250 million Term Loan A, mature in 2031, and are currently priced at Term Secured Overnight Financing Rate (SOFR) plus 1.50% to 2.50%, compared to the prior rate of SOFR plus 4.50% to 5.25%.
“We are pleased to announce the closing of these new facilities, which strengthen our balance sheet and enhance our financial flexibility as we continue to execute our growth strategy,” said Ken Krause, Chief Financial Officer of Accelevation. “As we transition to the public equity market with a lower level of debt, it was important to access more cost-efficient capital. The new facilities extend our maturity profile, reduce our borrowing costs, and provide flexibility to continue investing in our business. We believe this capital structure positions us well to support our customers and execute our long-term strategic priorities.”
Bank of America, N.A. served as administrative agent and collateral agent for the credit facilities. BofA Securities, Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., KeyBank National Association and PNC Capital Markets LLC served as joint lead arrangers, and BofA Securities, Inc. and JPMorgan Chase Bank, N.A. served as joint bookrunners.