Zeta Global Secures $1 Billion Senior Secured Credit Facility to Replace Existing Debt Agreement

Structure and Size of the New Credit Facility

The announcement disclosed that Zeta Global's new credit facility totals $1.0 billion and is structured in two components to meet different financing needs. The term loan portion provides $250 million in senior secured term A loans, while the revolving credit facility offers $750 million in available borrowing capacity. This combination allows the company to address both immediate capital requirements through the term loan and ongoing operational flexibility through the revolving facility. The five-year maturity provides a medium-term funding runway, giving the company stability in its debt obligations while supporting strategic initiatives.

The size and composition of the facility represent a refinancing and restructuring of Zeta Global's debt arrangements. The prior credit agreement, which dated to August 30, 2024, is now entirely replaced by this new arrangement. At the time of the refinancing, the company repaid $200 million in outstanding obligations under the old agreement, demonstrating the immediate benefit of securing new capital markets access. The termination of all commitments under the previous facility—both the revolving and term loan components—simplifies the company's debt structure and eliminates the administrative complexity of managing multiple credit agreements simultaneously.

Interest Rate Mechanics and Pricing Terms

Zeta Global's new credit facility offers borrowers a choice between two interest rate structures, each tied to the company's leverage ratio performance. Under the first option, loans bear interest at the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 1.75% to 2.50% per annum. The second option uses the Base Rate (as defined in the Credit Agreement) plus a margin between 0.75% and 1.50% per annum. Both pricing tiers are indexed to the Consolidated Net Leverage Ratio, meaning that as the company reduces debt relative to earnings, the margin it pays decreases, incentivizing debt paydown and improved financial performance.

This pricing structure aligns the cost of borrowing with the company's financial health. When leverage is higher, the margin is at the top of the range; as the company deleverages, the margin tightens, rewarding improved credit metrics. The SOFR-plus structure reflects current market practice and provides transparency linked to overnight funding rates. The Base Rate alternative offers flexibility for different market conditions or borrower preferences. The spread between the SOFR and Base Rate margin bands reflects the typical differential in lending markets and gives Zeta Global options for cost management depending on rate environment expectations.

Negative Covenants and Operational Restrictions

The credit agreement includes customary negative covenants that restrict Zeta Global's operational flexibility in several key areas. The company's ability to incur additional indebtedness is limited, requiring lender consent for new debt issuances beyond certain thresholds or parameters defined in the agreement. Similarly, the company cannot grant liens on its assets without approval, protecting lender security interests. Restrictions on asset dispositions prevent the company from selling material assets without lender consent, ensuring that collateral and cash generation capacity remain intact to support debt service.

These covenants are standard in senior secured credit facilities and reflect lender expectations for how the borrower will operate during the loan term. They protect creditors by preventing the company from taking actions that materially weaken its ability to repay, such as loading on excessive new debt, pledging assets to competitors, or divesting core business operations. While restrictive, these terms are typical for secured credit facilities of this size and allow management flexibility for ordinary course operations and strategic initiatives that lenders deem consistent with maintaining adequate credit metrics.

Financial Covenant and Leverage Ratio Requirements

Zeta Global must maintain a Consolidated Net Leverage Ratio not exceeding 3.25:1.00 as a primary financial covenant under the agreement. This ratio—calculated as net debt divided by earnings before interest, taxes, depreciation, and amortization (or similar earnings measures)—is a standard metric lenders use to assess creditworthiness and ensure the company can service debt from operating cash flow. A covenant ratio of 3.25:1.00 permits moderate leverage while requiring the company to demonstrate disciplined capital allocation and adequate earnings generation. If the ratio breaches this level, the company would be in technical default and subject to lender remedies unless waived.

The agreement includes a temporary accommodation for significant acquisition activity. If Zeta Global completes an acquisition valued at $100 million or more, the covenant ratio steps up to 3.75:1.00 for four consecutive fiscal quarters following the acquisition, then reverts to 3.25:1.00. This step-up reflects lender recognition that acquisition integration and debt paydown take time, and it provides breathing room during the integration period without requiring a full waiver. The four-quarter window gives management reasonable time to execute integration plans and begin organic deleveraging from the combined entity's earnings. This structure demonstrates lender willingness to support the company's growth strategy while maintaining financial discipline.

Repayment of Prior Obligations and Agreement Termination

Concurrent with closing the new credit facility on July 24, 2026, Zeta Global repaid the full $200 million in outstanding obligations under its existing credit agreement dated August 30, 2024. This immediate repayment and termination of the prior agreement eliminates refinancing risk and simplifies the company's debt structure. By paying off the old facility entirely rather than extending or amending it, the company achieves a clean transition to new terms and relationships, potentially including improved pricing or more favorable covenants if market conditions or the company's credit profile had strengthened since August 2024.

The timing of the repayment—concurrent with new facility closing—indicates a smooth transition with no period of dual debt obligations or liquidity gaps. The company likely used proceeds from the new $1.0 billion facility to repay the $200 million outstanding on the old agreement, meaning it now has approximately $800 million available under the new revolving facility after this repayment and the $250 million term loan intact. The termination of all commitments under the prior agreement, including both revolving and term components, ensures no future obligations or contingent liabilities tie back to the old facility.

Lender Syndication and Administrative Structure

Bank of America, N.A. serves as both lender and administrative agent for the new credit facility. This dual role is typical in large syndicated facilities and reflects the lead arranger's ongoing involvement in facility management, amendment consent, and amendment documentation. The disclosure mentions "certain other lenders party thereto," indicating the facility is syndicated among multiple financial institutions beyond Bank of America. While the filing does not disclose the complete lender syndicate composition, the involvement of multiple lenders reduces concentration risk and provides the company with diverse capital sources and relationships.

The administrative agent role carries responsibility for distributing payments, maintaining records, monitoring covenant compliance, and representing lender interests in administration. Bank of America's presence as both agent and lender reflects confidence in the transaction and the company's creditworthiness. The syndicated structure allows the company to access larger capital amounts than a single lender might provide and distributes credit risk across the financial institution landscape, potentially reducing individual lender concentration and providing more stable long-term credit availability.

Press Release Announcement and Regulatory Disclosure Timing

Zeta Global issued a press release on July 27, 2026, announcing the closing of the credit facility, three days after the facility actually closed on July 24, 2026. The delay between closing and public announcement is consistent with standard practice, as lenders and borrowers typically finalize documentation and internal approvals before public disclosure. The filing incorporates the press release as Exhibit 99.1 and identifies it as a Regulation FD disclosure, meaning it provides information to investors generally rather than constituting a formal filing under Securities Act or Exchange Act provisions.

The Regulation FD designation clarifies that while the press release is furnished to the SEC and incorporated by reference, it is not deemed "filed" under Section 18 of the Exchange Act and does not create liability for disclosure misstatements under that section. This distinction is standard for press releases and other furnished materials and reflects the regulatory distinction between formally filed documents (which trigger strict liability) and furnished disclosure (which carries different liability treatment). The company's decision to announce the facility closing through a press release reflects its desire to communicate the refinancing achievement to the investment and broader business communities promptly after closing.

Strategic Implications and Capital Allocation Flexibility

The successful closing of a $1.0 billion five-year credit facility signals lender confidence in Zeta Global's business model, market position, and management team. The facility provides substantial liquidity—approximately $800 million available on the revolving facility after the $200 million prior repayment—to fund working capital, capital expenditures, growth initiatives, or strategic acquisitions. The $250 million term loan component further supports the company's longer-term capital structure and strategic objectives. This enhanced financial flexibility allows management to pursue opportunities without immediate refinancing pressure and provides a cushion for operational needs or unexpected challenges.

The leverage covenant structure and temporary acquisition step-up suggest the lenders view Zeta Global as capable of managing moderate debt levels while growing the business. The 3.25:1.00 base leverage ratio is reasonable for a growth-oriented company, and the temporary 3.75:1.00 step-up for acquisitions indicates lender comfort with tactical M&A as a growth strategy. The company's ability to service debt from operations, evidenced by lender willingness to extend $1.0 billion in committed capital, underpins confidence that the business generates adequate cash flow. Investors may monitor how management deploys this liquidity and whether the company approaches its leverage covenant threshold, as such milestones can signal growth acceleration or pressure on credit metrics.

Comparison to Prior Credit Agreement and Market Context

The company's prior credit agreement, dated August 30, 2024, provided the initial public company credit facility following Zeta Global's significant capital events. The replacement facility, announced less than two years later, reflects the company's evolution, market conditions, or strategic refinancing objectives. While the filing does not disclose the size of the prior facility explicitly, the repayment of $200 million in outstanding obligations suggests it may have been structured similarly or the company may have repaid principal since August 2024. The five-year maturity of the new facility extends the company's debt runway and likely reflects improved market access or lower borrowing costs compared to shorter-duration alternatives.

The SOFR-based pricing and customary negative covenants reflect market-standard credit terms as of mid-2026. Lender willingness to extend $1.0 billion at moderate spreads (1.75%–2.50% over SOFR) indicates that Zeta Global maintains investment-grade or near-investment-grade credit quality in lender assessment. The syndication of the facility among multiple lenders and Bank of America's continued administrative role demonstrates stability in credit relationships and ongoing lender support for the company's strategic direction. Investors should monitor whether the company's leverage ratio remains comfortably below the 3.25:1.00 covenant, as significant deterioration could signal operational stress or require strategic adjustments.