Debt Obligations

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt Obligations

Note 11. Debt Obligations

Debt obligations consists of the following:

	As of			As of
	September 30,			December 31,
	2024			2023
Revolver facility	$	—		$	90,700
Debt issuance costs		(3,540	)		(1,848	)
Revolver facility, net	$	(3,540	)	$	88,852
Term Loan	$	325,000		$	201,875
Debt issuance costs		(2,049	)		(883	)
Term loan, net	$	322,951		$	200,992
Total debt obligations, net	$	319,411		$	289,844

	September 30, 2024
	Principal Amount		Base Rate			SOFR Rate			Rate Expiration Date
Term Loan	$	325,000		2.60	%		5.08	%	2/1/2025
Total	$	325,000

Revolving Credit Facility and Term Loan

On December 22, 2021, the Company entered into a credit agreement (the "Credit Agreement") with JPMorgan, in its capacity as administrative agent and collateral agent, and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto. The Credit Agreement consists of two facilities. The first is a revolving credit facility with an available balance of $125 million (the "Revolver Facility"). The second is a term loan for $125 million (the "Term Loan"). In addition to the Term Loan and Revolver Facility, the Credit Agreement also includes a $125 million accordion feature. In October 2022, the accordion feature was exercised with a split of $87.5 million worth of term loan and $37.5 million of revolver. On August 1, 2024, the Company entered into a restatement agreement, which amends and restates the Credit Agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement provides for a new senior secured revolving credit facility in the amount of $175 million, with a $10 million sublimit for the issuance of letters of credit (the "New Revolving Facility"), and a new senior secured term loan facility in the amount of $325 million (the "New Term Loan" and, together with the New Revolving Facility, the "New Credit Facilities"). The New Credit Facilities were to be used to refinance and replace the credit facilities under the Credit Agreement and for general corporate purposes, including acquisitions.

The New Credit Facilities are "Term SOFR Loans" meaning loans bearing interest based upon the "Adjusted Term SOFR Rate". The Adjusted Term SOFR Rate is the Secured Overnight Financing Rate ("SOFR") at the date of election, plus 2.60%. The Company can elect one or three months for the New Revolver Facility and one, three, or six months for the New Term Loan, which the Company elected a six month SOFR rate on the New Term Loan. Principal for the New Term Loan is contractually repaid at a rate of 1.25% on the New Term Loan quarterly effective December 31, 2025. The New Revolving Credit Facility has no contractual principal repayments until maturity, which is August 1, 2028 for both facilities. The New Credit Facilities are guaranteed by the Company's subsidiaries, subject to customary exceptions, and are secured by liens on substantially all assets of the Company, P10 Intermediate and the Company's guarantor subsidiaries, subject to customary exceptions.

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require P10 to maintain a minimum leverage ratio. As of September 30, 2024, P10 was in compliance with its financial and other covenants required under the facility. For the three and nine months ended September 30, 2024, $6.3 million and $17.5 million of interest expense was incurred, respectively. For the three and nine months ended September 30, 2023, $5.1 million and $15.0 million of interest expense was incurred, respectively.

Debt Payable

Future principal maturities of debt as of September 30, 2024 are as follows:

2024	$	-
2025		4,063
2026		16,250
2027		16,250
2028		288,437
	$	325,000