JANEL CORP 8-K

What Happened
Janel Corporation announced it entered into a senior secured Credit Agreement on December 29, 2025 with Santander Bank, N.A. (administrative agent and joint lead arranger), First Merchants Bank (joint lead arranger) and other lenders providing a Senior Credit Facility of up to $59,120,000. Proceeds were used to repay the company’s existing Santander revolving facility and certain First Merchants term and acquisition loans.

Key Details

• Total facility capacity: up to $59,120,000, consisting of:
  • $40,000,000 Revolving Facility
  • $6,000,000 Term Loan (funded at closing)
  • $3,120,000 Mortgage Loan (funded at closing)
  • $10,000,000 Acquisition Facility (24-month draw period)
  • Up to $15,000,000 of incremental acquisition commitments during the draw period
• Borrowing base for revolver: 85–90% of eligible accounts receivable and 50% of eligible inventory (inventory cap $5,000,000); subject to customary reserves.
• Interest: base rate or term SOFR + margin of 1.7%–3.0% depending on consolidated senior leverage; facility matures December 29, 2030.
• Security and covenants: obligations are secured by substantially all assets; senior in priority to subordinated debt (with limited permitted subordinated payments); financial covenants include minimum fixed charge coverage ratio 1.20:1, max consolidated leverage 4.50:1, and max consolidated secured leverage 3.50:1.

Why It Matters
This new credit package refinances Janel’s prior senior debt and provides a larger, multi-part lending structure (revolver, term, mortgage, and acquisition capacity) that supports working capital and future acquisitions. The secured nature of the loan and the financial covenants are material for investors because they affect the company’s leverage limits, liquidity flexibility, interest costs, and ability to pay dividends or take on additional debt.