Andersen Group Inc. 8-K

What Happened
Andersen Group Inc. (through its subsidiary Andersen Tax LLC) announced on June 25, 2026 that it entered into a $50.0 million asset‑based revolving credit facility with JPMorgan Chase Bank, N.A., acting as administrative agent and lender. The facility matures three years from the closing date, is secured by a first lien on the Loan Parties’ assets, and is guaranteed by Andersen Group Inc. and other affiliated Loan Parties.

Key Details

• Facility size: $50.0 million asset‑based revolving credit facility; matures in 3 years.
• Pricing and fees: interest at Term SOFR + 175 basis points; unused line fee 25 bps per year; upfront fee 25 bps; no early termination fee.
• Borrowing base & sublimit: up to 85% of eligible T&M corporate receivables <120 days; $5.0 million sublimit for letters of credit (one LC outstanding ≈ $1.3M).
• Covenants & triggers: springing minimum fixed charge coverage ratio (FCCR) of 1.00x if availability drops below 25% of the line (with a $6.0M floor); restrictions on discretionary distributions, earnouts and certain payments tied to pro forma availability and FCCR; escalation of reporting and borrowing base frequency if availability falls below thresholds (20–25% with $4.5M–$6.0M floors).
• Acquisition and investment limits: domestic acquisitions capped at $25M; foreign acquisitions limited to $15M per deal and $75M annual aggregate (varies by drawn/undrawn status); non‑Loan Party investments up to $10M aggregate without meeting payment conditions.
• Security & subordination: first‑priority security interests and a Pledge & Security Agreement; certain subordinated promissory notes to Andersen Aggregator LLC are subordinated to the credit facility per a Subordination Agreement.

Why It Matters
This credit facility provides Andersen Group with committed liquidity for working capital, refinancing and permitted acquisitions, while being secured by the company’s assets and subject to customary lender protections. The springing FCCR and availability thresholds mean lender covenants and more frequent reporting kick in if the borrowing base weakens, which can limit discretionary distributions and certain payments. Investors should note the variable interest cost tied to SOFR, the collateralized nature of the loan, and the caps on acquisitions and investments that could affect growth and cash‑distribution flexibility.