Zeta Global Finalizes $1 Billion Senior Secured Credit Facility to Replace Previous Debt Agreement

Details of the New $1 Billion Credit Facility

Zeta Global’s newly closed credit facility totals $1.0 billion and is structured to address varying financing needs through two components: a $250 million senior secured term A loan and a $750 million revolving credit facility. This structure supports both immediate capital requirements and ongoing operational flexibility. The five-year maturity provides a medium-term funding horizon, ensuring stability in debt obligations while enabling strategic growth initiatives.

This refinancing replaces the company’s prior credit agreement dated August 30, 2024. At closing, Zeta Global repaid the full $200 million outstanding under the previous facility, streamlining its debt profile and eliminating the administrative complexity of managing multiple credit agreements simultaneously.

Interest Rate Structure and Pricing Mechanism

The credit facility offers two interest rate options tied to the company’s Consolidated Net Leverage Ratio. Borrowings can bear interest at SOFR plus a margin ranging from 1.75% to 2.50% per annum or at the Base Rate plus a margin between 0.75% and 1.50% per annum. As Zeta Global reduces leverage, the applicable margin decreases, incentivizing debt reduction and reflecting improved financial health.

This pricing approach aligns borrowing costs with credit performance, rewarding deleveraging efforts. The SOFR-based option provides transparency linked to overnight funding rates, while the Base Rate alternative offers flexibility depending on market conditions or borrower preferences.

Negative Covenants and Operational Limitations

The credit agreement contains customary negative covenants restricting Zeta Global’s ability to incur additional debt, grant liens, or dispose of significant assets without lender approval. These provisions protect lender interests by preventing actions that could impair the company’s ability to repay its obligations.

While these restrictions limit certain operational decisions, they are standard for senior secured facilities of this magnitude and allow management sufficient flexibility for routine operations and strategic initiatives consistent with maintaining credit metrics.

Financial Covenant and Leverage Ratio Conditions

Zeta Global is required to maintain a Consolidated Net Leverage Ratio not exceeding 3.25:1.00, calculated as net debt divided by earnings before interest, taxes, depreciation, and amortization. This covenant ensures the company maintains disciplined capital allocation and sufficient earnings to service its debt. Breaching this ratio would constitute a technical default unless waived by lenders.

The agreement allows a temporary step-up to a 3.75:1.00 leverage ratio for four consecutive fiscal quarters following any acquisition of at least $100 million. This accommodation acknowledges integration challenges and provides management with time to deleverage organically post-acquisition.

Repayment and Termination of Previous Credit Agreement

Simultaneous with closing the new facility on July 24, 2026, Zeta Global fully repaid the $200 million outstanding under its prior credit agreement dated August 30, 2024, and terminated all associated commitments. This clean transition eliminates refinancing risk and simplifies the company’s debt obligations.

The company likely utilized proceeds from the new $1.0 billion facility to repay the prior debt, leaving approximately $800 million available under the revolving credit facility alongside the $250 million term loan. Terminating all prior commitments ensures no residual liabilities remain from the previous credit arrangement.

Lender Syndication and Administrative Oversight

Bank of America, N.A. serves as both lender and administrative agent for the syndicated credit facility. The involvement of multiple lenders, though not fully disclosed, reduces concentration risk and provides diversified capital sources. Bank of America’s dual role includes managing payments, covenant monitoring, and representing lender interests throughout the loan term.

Timing of Public Disclosure and Regulatory Filing

Zeta Global announced the credit facility closing via press release on July 27, 2026, three days after the transaction closed. This timing aligns with customary practice, allowing finalization of documentation and approvals before public disclosure. The release is incorporated as Exhibit 99.1 in a Regulation FD filing, providing information to investors without constituting a formal Securities Act or Exchange Act filing.

Strategic Impact and Enhanced Financial Flexibility

The $1.0 billion credit facility underscores lender confidence in Zeta Global’s business model and management. With approximately $800 million available on the revolving credit after repaying prior debt, plus the $250 million term loan, the company gains substantial liquidity to support working capital, capital expenditures, growth initiatives, and acquisitions. This financing flexibility reduces refinancing pressure and provides a buffer for operational contingencies.

The leverage covenant and acquisition step-up demonstrate lender support for measured growth strategies while maintaining financial discipline. Investors should observe how management deploys this capital and monitors leverage relative to covenant thresholds as indicators of the company’s credit health and growth trajectory.

Comparison with Previous Credit Facility and Market Environment

The prior credit agreement from August 30, 2024, served as Zeta Global’s initial post-capital event financing. Its replacement less than two years later reflects evolving market conditions and strategic refinancing goals. The new five-year maturity extends debt duration and likely offers improved borrowing costs and terms.

Market-standard SOFR-based pricing and customary covenants highlight the company’s solid credit profile as of mid-2026. The syndicated structure and Bank of America’s ongoing administrative role signal stable lender relationships and continued support for Zeta Global’s strategic direction. Monitoring leverage compliance will be critical for assessing operational performance and credit risk moving forward.