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Debt and Other Obligations
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt and Other Obligations Debt and Other Obligations
Debt and Other Obligations, at December 31, are as follows:
20252024
(In millions)
Current
Term Loans$3.0 $3.0 
Deferred debt issuance costs - Term Loans(0.9)(0.8)
China Term Loan13.1 5.7 
Other short-term debt and obligations289.8 250.9 
Current portion of long-term debt and other financial liabilities305.0 258.8 
Non-current
Term Loans636.7 598.9 
Deferred debt issuance costs - Term Loans(1.5)(2.1)
China Term Loan
39.3 50.2 
Long-term debt, net674.5 647.0 
Total $979.5 $905.8 
(a) Term Loan
In 2014, Orion entered into credit agreement (the “Credit Agreement”), which included an $895.0 million term loan, which was allocated to a term loan facility denominated in U.S. dollars of $358.0 million and a term loan facility denominated in euros of €399.0 million with both having an original maturity date of July 25, 2021 (the “Prior Term Loans”). Initial interest was calculated based on three-month EURIBOR (for the euro-denominated loan), and three-month USD-LIBOR (for the USD-denominated loan) plus a 3.75% - 4.00% margin depending on the Company’s net leverage ratio. For both EURIBOR and USD-LIBOR a floor of 1.0% applied. At least 1% of the principal amount is required to be repaid per annum.
In September 2021, Orion entered into the Ninth Amendment to the Credit Agreement, which includes an amended and restated term loan agreement (the “Term Loans”). The Terms Loans facility was allocated to a term loan facility denominated in U.S. dollars of $300 million and a term loan facility denominated in euros of €300 million with both having a maturity date of September 2028, replacing the Prior Term Loans. Interest is calculated based on three months EURIBOR (for the euro-denominated loan) plus a margin of 2.50%, or three-month USD-LIBOR (for the USD-denominated loan) plus a margin of 2.25%. For the U.S. dollar loan, a floor of 0.50% applies and for the euro-denominated loan no floor exists. 1% of the principal amount is required to be repaid per annum in respect to the USD-denominated loans, whereas there is no scheduled amortization for the euro-denominated loans.
Due to cessation of U.S. dollar LIBOR after June 30, 2023 (“LIBOR cessation date”), in May 2023, the Company entered into the Eleventh Amendment to the Credit Agreement to update the referenced floating benchmark rate. For the U.S. dollar loan, the three-month USD-LIBOR was replaced by USD Term Secured Overnight Financing Rate (“SOFR”) 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023.
The Term Loans include a sustainability-linked margin adjustment that applies to both the euro and U.S. dollar loans. The margin adjustment is based on annual SO2 and NOx emission reduction targets for the Company’s North American plants between 2022 and 2028, respectively. Specifically, the credit spread on the Term Loans will decline or rise by up to 10 basis points depending on the emissions profile of the Company’s North American plants, in aggregate. Starting in 2022 and continuing through 2025, the Company reviews annually whether both interim targets have been met. If the Company achieves both targets, it will benefit from up to a 10-basis point credit spread reduction for the prospective 12 months period following the submission of the annual ESG compliance certificate. For the period from 2026 to 2028, a margin step-up by 5 or 10 basis points would occur if Orion does not maintain the reduced emissions profile of one or both targets.
In connection with the September 2021 modification of the Term Loan, Orion incurred approximately $7.8 million of refinancing costs of which $2.8 million of loan origination costs were capitalized and $5.0 million of other fees were directly expensed.
Other provisions of the Credit Agreement relating to the Term Loans remained unchanged.
The Term Loan interest rates as of December 31 were as follows:
20252024
Euro-denominated Term Loan4.7 %6.1 %
U.S. dollars denominated Term Loan6.5 %7.4 %
(b) China Term Loan
To partially finance the construction of our Huaibei facility in China, on March 16, 2022, our wholly owned subsidiary, Orion Engineered Carbons (Huaibei) Co., Ltd. (“OECCL”), entered into a 4.5% fixed interest rate, CNY500 million (approximately $71 million), eight-year term-loan agreement with The Bank of China (“China Term-Loan”) maturing on December 21, 2029. OECCL is required to repay the China Term-Loan principal in semi-annual payments beginning June 2024. Interest is payable quarterly, beginning June 2022. The agreement restricts OECCL’s ability to make external investments, repay intercompany loans or distribute dividends. The principal repayments under the agreement are: 2% in 2024, 10% in 2025 and 22% each year thereafter, concluding in June 2029. The China Term-Loan is secured with the Huaibei facility’s land and buildings as collateral. As of December 31, 2025, we have drawn $52.4 million on the facility.
(c) Other Short-Term Debt and Obligations
Other short-term debt and obligations, at December 31 were as follows:
20252024
(In millions)
Revolving Credit Facility$58.8 $— 
Ancillary Credit Facilities
OEC GmbH outstanding borrowings127.9 147.8 
OEC LLC outstanding borrowings19.4 14.0 
OEC Huaibei outstanding borrowings4.6 16.5 
Korea Working Capital Loans (capacity $39.8 million)
Uncommitted1.7 1.7 
Committed17.3 22.7 
China Working Capital Loans17.1 11.7 
Repurchase Agreement43.0 36.5 
Total of Other Short-term Debt and Obligations$289.8 $250.9 
Supplemental information:
Total ancillary capacity - EUR€234.0 €234.0 
Total ancillary capacity - U.S. Dollars$275.0 $243.1 
Revolving Credit Facility
In 2014, under the Credit Agreement, we entered into a €115.0 million multicurrency revolving credit facility (“Prior RCF”) with an original maturity date of July 25, 2019. Interest is calculated based on EURIBOR (for euro drawings), and USD-LIBOR (for U.S. dollar drawings) plus a 2.5% - 3.0% margin (depending on leverage ratio).
Subsequent to 2014, Orion entered into a number of amendments, which largely were made to increase the Prior RCF capacity. The Prior RCF amendment completed in April 2019, extended the Prior RCF maturity date to April 25, 2024, increased the aggregate amount of revolving credit commitments in euro by €75.0 million and reduced the interest margin to a 1.7% to 2.7% range, using a revised pricing grid. In May 2022, we added an additional €100 million of capacity to our Prior RCF which expands our facility to €350.0 million.
In October 2023, Orion entered into the Thirteenth Amendment to the Credit Agreement, which amended and restated our RCF and extended the maturity to September 2028. We voluntarily reduced the borrowing capacity under the RCF from €350 million to €300 million. Interest is calculated based on EURIBOR plus a 1.65% - 3.30% margin (depending on leverage ratio).
In September 2025, Orion entered into the Fourteenth Amendment to the Credit Agreement, which amended and restated our RCF. We added €50.0 million to our RCF capacity, which expands our facility to €350.0 million.
Under the Fourteenth Amendment, Net Leverage, as defined in the Credit Agreement, is not permitted to exceed 5.0x on or before December 31, 2026 and 4.5x thereafter.
We incurred approximately $4.9 million of costs in connection with the Fourteenth RCF Amendment.
In February 2026, Orion entered into the Fifteenth Amendment to the Credit Agreement, which amended and restated our RCF. Under the amended RCF, Net Leverage, as defined in the Credit Agreement is as follows:
Net Leverage at
March 31, 20265.5x
September 30, 20266.25x
December 31, 20266.50x
June 30, 20276.00x
September 30, 20275.50x
December 31, 20275.00x
June 30, 20284.50x
Other Credit Agreement provisions relating to the RCF, including the commitment fee, substantially remained unchanged.
We incurred approximately $4.4 million of costs in connection with the Fifteenth RCF Amendment.
The RCF includes a sustainability-linked margin adjustment. Starting in 2024 continuing through 2028, the credit spread will increase or decrease up to 5 basis points depending on two key performance indicators: greenhouse gas intensity and environmental, social and governance rating from EcoVadis, a provider of corporate sustainability rating.
Other provisions of the Credit Agreement relating to the RCF substantially remained unchanged, including the commitment fee, which remains at 35% of the interest margin or 1.2% at December 31, 2025.
As of December 31, 2025, there were $58.8 million borrowings under the RCF. As of December 31, 2024, there were no borrowings under the RCF.
Letters of credit can be issued for the amount available under the RCF and ancillary facilities. The weighted average interest rates on the utilized RCF and ancillary facilities as of December 31, 2025 and 2024 were 5.1% and 5.7%, respectively.
For the years ended December 31, 2025 and 2024, amortized transaction costs were $1.1 million and $0.7 million, respectively.
Unamortized transaction costs included in the Consolidated Balance Sheets, as of December 31, 2025 and 2024, were approximately $6.7 million and $2.6 million, respectively.
As of December 31, 2025, the Company’s net leverage ratio, as defined under the Credit Agreement, was 4.07x.
Ancillary Credit Facilities—As part of the RCF, the Company can also establish ancillary credit facilities by converting the commitments of select lenders under the RCF into bilateral credit agreements. Borrowings under the ancillary credit facilities reduce RCF availability. For RCF financial covenant testing, borrowing under ancillary credit facilities are considered debt drawn under the RCF, as discussed elsewhere in this footnote.
As of December 31, 2025, the total commitment was €350 million (approximately $411 million) and was split between an €116 million RCF tranche and €234 million of bilateral ancillary facilities established directly with several banks under the RCF.
As of December 31, 2025 and 2024, committed ancillary credit facilities totaled $275.0 million and $243.1 million, respectively.
As of December 31, 2025, unutilized ancillary borrowing capacity was approximately $115.5 million.
The general terms of the ancillary credit facilities are linked to the terms in the RCF.
Korea Working Capital Loans—For working capital flexibility, we have a committed local facility of ₩52.5 billion ($36.4 million). As of December 31, 2025, we have outstanding borrowings of ₩25.0 billion ($17.3 million).
China Working Capital Loans—For working capital flexibility in Qingdao, we have a local facility of CNY 50.0 million ($7.1 million). As of December 31, 2025 and 2024, we have drawn CNY 50.0 million ($7.1 million) and CNY 49.2 million ($6.8 million), respectively.
For working capital flexibility in Huaibei, we have a local facility of CNY 71.8 million ($10.3 million). As of December 31, 2025 and 2024, we have drawn CNY 70.0 million ($10.0 million) and CNY 36.0 million ($4.9 million), respectively.
In the Consolidated Statements of Cash Flows, these loans are reflected in Cash inflows related to current financial liabilities. These borrowings approximated their carrying values due to the short-term nature of these instruments.
Repurchase Agreement—We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates as follows:
•On March 19, 2025, we sold 145 thousand EUA certificates for €10.5 million cash to a counterparty. The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 28, 2026 for €10.8 million.
•On September 16, 2025, we sold approximately 320 thousand EUA certificates for €24.6 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for €24.8 million.
•On September 29, 2025, we sold approximately 21 thousand EUA certificates for €1.6 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for €1.6 million.
•On January 21, 2026, we sold approximately 320 thousand EUA certificates for €27.1 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on July 27, 2026 for €27.5 million.
•On January 21, 2026, we sold 186 thousand EUA certificates for €15.8 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on July 27, 2026 for €16.0 million.
The difference between the consideration received and the amount of consideration to be paid will be recognized as interest expense. At December 31, 2025, the amount outstanding, including accrued interest, was €37.0 million ($43.5 million). Due to the short maturity, the carrying value approximates the fair value.
Future Years Payment Schedule
The aggregate principal amounts of long-term debt, excluding finance lease liabilities presented in Note G. Leases, are as follows:
Repayment
(In millions)
2026$16.1 
202716.1 
2028646.9 
202913.0 
2030— 
Total$692.1 
Covenant Compliance
The Credit Agreement contains certain non-financial covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to (i) incur additional debt, (ii) pay dividends, repurchase stock or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) to pay dividends or to make other payments to the Company, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets. These covenants are subject to significant exceptions and qualifications.
As of December 31, 2025 and 2024, we were in compliance with our debt covenants.