Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Initial Public Offering
On May 14, 2026, we completed our IPO, in which we issued and sold 31,914,893 shares of our Class A common stock, par value $0.0001 per share, at an initial public offering price of $15.00 per share. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-295169), as amended, which was declared effective by the SEC on May 12, 2026. The Company received net proceeds of $454.8 million for the Class A common stock, after deducting underwriting discounts and commissions of $23.9 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates, except KKR Capital Markets LLC, an affiliate of KKR Stockholder (as defined below), acted as an underwriter of the IPO and received a portion of the underwriting discounts. J.P. Morgan Securities LLC acted as the representative of the underwriters in the offering. Pursuant to the underwriting agreement entered into in connection with the IPO, the underwriters have an option, exercisable for 30 days from May 12, 2026 (i.e., by June 11, 2026), to purchase up to an additional 4,787,233 shares to cover over-allotments, if any, at the IPO price, less underwriting discounts and commissions. If the underwriters’ option is not exercised, the offering will terminate at the end of the day on June 11, 2026.
We used $299.5 million of the net proceeds from the IPO to redeem the outstanding shares of Series B Preferred Stock that are not subject to the Preferred Exchange (as defined below), and with the remaining net proceeds, together with the net proceeds from the Private Placement Warrants (as defined below) and cash on hand, to repay $670.0 million of outstanding borrowings under the 2032 First Lien Term Loan and for general corporate purposes, as further discussed in Note 20, “Subsequent Events” to the unaudited condensed consolidated financial statements included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
The 2032 First Lien Term Loan matures on October 1, 2032. Borrowings of 2032 First Lien Term Loan bear interest at a rate per annum equal to, at GMR, Inc.’s option, (a) a rate determined by reference to Term SOFR (as defined in “Description of Certain Indebtedness” of the IPO Prospectus) plus an additional margin equal to 3.50% or (b) a Base Rate (as defined in “Description of Certain Indebtedness” of the IPO Prospectus) determined by reference to the highest of (1) the prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00%, in each case, plus an additional margin equal to 2.50%, in each case of clauses (a) and (b) above, subject to a 0.25% reduction following achievement of a public corporate family rating by Moody’s equal to or higher than B1. Interest payments under the 2032 First Lien Term Loan are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly. In September 2025, the proceeds from the 2032 First Lien Term Loan were used, together with the proceeds from the 2032 Secured Notes, to (i) redeem all of the aggregate principal amount of then-outstanding Senior Secured PIK Notes due October 2028 and 6.500% senior notes due October 2025, (ii) repay in full borrowings outstanding under the then-outstanding first lien senior secured term loan due October 2028, (iii) redeem a portion of outstanding shares of Series B Preferred Stock and (iv) pay fees, premium and expenses in connection with the foregoing.
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In connection with the IPO, the Company issued unregistered equity securities pursuant to an exemption provided under Section 4(a)(2) of the Securities Act as follows:
Exchange and/or Redemption of the Company’s Outstanding Series B Preferred Stock and Warrants
On May 12, 2026, the Company exchanged outstanding shares of Series B Preferred Stock held by KKR GMR Consolidated Aggregator LLC (“KKR Stockholder”), an investment entity owned by investment funds and vehicles managed or sponsored by one or more subsidiaries of KKR & Co. Inc. and its subsidiaries and its affiliates, for 12,381,051 warrants to purchase Class A common stock (the “Preferred Exchange”) at an exercise price of $0.01 per share.
On May 12, 2026, the Company exchanged warrants exercisable for 7,103,474 shares of Class A common stock, at an exercise price of $0.01 per share, and held by certain investment funds managed or advised by HPS Investment Partners, LLC or its controlled affiliates for warrants exercisable for the same number of shares of Class B common stock, at an exercise price of $0.01 per share.
Sale of Private Placement Warrants
On May 15, 2026, the Company issued approximately 33.3 million warrants in a private placement transaction (the “Private Placement Warrants”) to purchase Class A common stock and/or Class B common stock with an exercise price of $0.01 per share, for total consideration of $500.0 million.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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