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Debt
 3 Months Ended
Mar. 31, 2026
Madison Industries IAQ Solutions Corporation  
Debt Instrument [Line Items]  
Debt Debt
Long-term debt consisted of the following:
March 31, 2026December 31, 2025
Term notes$3,971.3 $3,977.7 
Senior notes1,035.0 1,035.0 
Senior secured notes700.0 700.0 
Equipment loans and financing leases6.2 5.7 
Mortgage payable— 0.6 
Discounts and financing fees, net(63.8)(68.6)
Total debt$5,648.7 $5,650.4 
Less: Current maturities$(27.7)$(27.8)
Long-term debt, net of current maturities$5,621.0 $5,622.6 
Term Notes and Revolving Credit Facility. In June 2024, the Company amended and restated its credit agreement (the “Credit Agreement”) with a syndicate of various lenders. The Credit Agreement consists of a revolving credit facility and term notes (“Initial Term Loan”), both of which mature in June 2028. The maturity dates under the Credit Agreement may be extended upon written notice, no later than 30 days prior to maturity, for a term agreed upon by the Company and each lender on a pro rata basis. The Company capitalized $1.1 of deferred financing fees incurred in executing the amendment which is amortized over the remaining life of the term notes.
In January 2025, the Company amended its Initial Term Loan to reduce the SOFR base rate by 25 basis points from 2.75% to 2.5%. The Company capitalized $0.1 of deferred financing fees incurred in executing the amendment. These deferred financing fees will be amortized over the remaining term of the loan. In connection with this amendment, the Company expensed $0.2 of previously capitalized discounts and financing fees.
In May 2025, the Company amended its Credit Agreement to provide for an Incremental Term Loan in the principal amount of $1,750.0 with a SOFR base rate plus margin of 3.25%, the proceeds of which were used to partially fund an acquisition. The amendment also increased borrowing capacity under the Company’s revolving credit facility from $200.0 to $340.0 and set the interest rate applicable to the revolving credit facility at the SOFR Rate plus a margin of 2.50%, subject to a 0% floor, reflecting a 75 basis points reduction from the prior interest rate. Additionally, the maturity date applicable to the revolving credit facility was amended such that the facility will mature on the earlier of (i) May 6, 2030, (ii) March 31, 2029 (unless, on or prior to such date, all indebtedness with respect to the Senior Unsecured Notes is extended or refinanced to mature on a date that is at least 91 days later than May 6, 2030), (iii) March 31, 2028 (unless, on or prior to such date, all indebtedness with respect to the Senior Secured Notes is extended or refinanced to mature on a date that is at least 91 days later than May 6, 2030) and (iv) the date that is 91 days prior to the maturity date of the Initial Term Loans (unless, on or prior to such date, all indebtedness with respect to the Initial Term Loans is extended or refinanced to mature on a date that is at least 91 days later than May 6, 2030). The Company capitalized $8.7 of deferred financing fees incurred in executing the amendment which is amortized over the remaining life of the term notes. In connection with this amendment, the Company expensed $0.5 of previously capitalized discounts and financing fees.
In November 2025, the Company amended its Credit Agreement to set the interest rate applicable to the Incremental Term Loan at the SOFR Rate plus a margin of 2.75%, subject to a 0.50% floor, reflecting a 50 basis points reduction from the prior interest rate. Concurrent with the amendment, the Company also voluntarily prepaid $150.0 of the Incremental Term Loan. The voluntary prepayment was applied to all future interim installments of principal as per the agreement. As a
result, the Company has no obligation to make periodic principal payments towards the Incremental Term Loan through the date of maturity. Following the execution of the amendment, the principal amount of the Incremental Term Loan was approximately $1,600. Additionally, the maturity date applicable to the Incremental Term Loan was amended such that the facility will mature on the earlier of (i) May 6, 2032 and (ii) March 31, 2029 (unless, on or prior to such date, all indebtedness with respect to the Senior Unsecured Notes is extended or refinanced to mature on a date that is at least 91 days later than May 6, 2032). The Company capitalized $0.1 of deferred financing fees incurred in executing the amendment which is amortized over the remaining life of the term notes.
In December 2025, the Company prepaid an additional $50.0 of its Incremental Term Loan.
Borrowings under the Credit Agreement bear variable interest rates. The weighted average interest rate for borrowing outstanding under the term notes was 6.2% and 6.7% at March 31, 2026 and December 31, 2025, respectively, before giving effect to the benefit of interest rate hedges. During the three months ended March 31, 2026 and 2025, no amounts were borrowed or repaid on the revolving credit facility. The Credit Agreement includes a fee on unused commitments equal to 25 basis points of the unused commitments.
On March 20, 2026, our subsidiary, Madison IAQ LLC, together with certain other subsidiaries, entered into an amendment (the “Sixth Amendment”) to the Credit Agreement which, upon effectiveness, will amend the Credit Agreement (as so amended by the Sixth Amendment, the “Amended Credit Agreement”), and a related agency assignment agreement with the lenders party thereto and Wells Fargo Bank, National Association. Upon effectiveness, the Sixth Amendment will replace the existing revolving commitments under the Credit Agreement with new incremental revolving loan commitments in an aggregate principal amount of $1,300.0 (the “2026 Incremental Revolving Facility”), and Wells Fargo Bank, National Association will succeed to, and become, the administrative agent and collateral agent under the Amended Credit Agreement and the related credit documents.
The Sixth Amendment is subject to a number of conditions to effectiveness and is not effective as of the date of this report. These conditions include, among other things, the consummation of the Company's initial public offering, the use of substantially all of the net proceeds of the offering to prepay the initial term loans under the Credit Agreement in part or in full, the payment of accrued and unpaid interest and fees on the initial term loans, the refinancing of any existing revolving loans with borrowings under the 2026 Incremental Revolving Facility, the termination of the existing revolving commitments and the satisfaction or waiver of certain other customary conditions set forth in the Sixth Amendment and the Amended Credit Agreement. The Sixth Amendment will not become effective until the date that is 30 days after substantially all of the net proceeds of the offering have been used to prepay a portion of the initial term loans under the Credit Agreement.
Senior Notes. The Company has $1,035.0 in Senior Notes payable as of March 31, 2026 and December 31, 2025. The Senior Notes accrue interest at 5.9% per annum and are due in June 2029.
Senior Secured Notes. The Company has $700.0 in Senior Secured Notes payable as of March 31, 2026 and December 31, 2025. The Senior Secured Notes accrue interest at 4.1% per annum and are due in June 2028.
Mortgage Payable. A wholly owned subsidiary of the Company had an outstanding mortgage loan. The mortgage bore an interest rate at SOFR plus 3.83%. In 2025, the Company extended the maturity date of the mortgage from January 2025 to January 2028. In January 2026, the Company repaid in full its outstanding mortgage obligation, with a total principal payment of $0.6. As a result of this repayment, the Company has no remaining mortgage obligation and the real estate held as collateral has been released from its lien.
Debt Covenants. Certain indebtedness contains a financial covenant and non-financial covenants. The financial covenant is only operative if the Company had outstanding amounts drawn on the Revolving Credit Facility above a certain threshold. Borrowings under the Revolving Credit Facility, Term Loan, and Senior Secured Notes are collateralized by a majority of the Company’s assets. The Company was in compliance with the covenants as of March 31, 2026.
Interest expense on long-term debt was $85.7 and $65.6 and amortization of discounts and finance fees was $4.7 and $3.4 for the three months ended March 31, 2026 and 2025, respectively.
The Company had letters of credit outstanding of $12.9 for both March 31, 2026 and December 31, 2025, respectively, of which $5.7 reduced our borrowing capacity at March 31, 2026 and December 31, 2025, respectively.
The fair value of debt as of March 31, 2026 was $5,667.4. The carrying value of the Company's debt approximates the fair value as of December 31, 2025.