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Item 1.01
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Entry into a Material Definitive Agreement.
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In connection with the initial public offering (the "IPO") by GMR Solutions Inc. (the "Company") of its Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), described in the prospectus (the "Prospectus"), dated May 12, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295169) (as amended, the "Registration Statement"), the following agreements were entered into:
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the Underwriting Agreement, dated as of May 12, 2026, by and between the Company and J.P. Morgan Securities LLC as the representative of the underwriters named therein (the "Underwriting Agreement");
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the Amended and Restated Registration Rights Agreement, dated as of May 12, 2026, by and among the Company and each of the other persons from time to time party thereto (the "Registration Rights Agreement");
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the Tax Receivable Agreement, dated as of May 14, 2026, by and among the Company and each of the other persons from time to time party thereto (the "Tax Receivable Agreement");
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the Amended and Restated Stockholders' Agreement, dated as of May 12, 2026, by and among the Company and the stockholders of the Company party thereto (the "Stockholders' Agreement");
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the Private Placement Investment Agreement, dated as of May 12, 2026, by and among the Company, Pegasus Aggregator Holdco LLC, each of the Ares Investors (as defined therein) and SIP V GMR Holdings II, L.P. (the "Private Placement Investment Agreement"); and
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the Exchange Agreement, dated as of May 12, 2026, by and between the Company and KKR Aggregator Holdco LLC (the "Exchange Agreement").
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The Underwriting Agreement, the Registration Rights Agreement, the Tax Receivable Agreement, the Stockholders' Agreement, the Private Placement Investment Agreement and the Exchange Agreement are filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see "Certain Relationships and Related Party Transactions" in the Prospectus.
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Item 1.02
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Termination of a Material Definitive Agreement.
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The Company's monitoring agreement, dated as of April 28, 2015, with Kohlberg Kravis Roberts & Co. L.P. (the "Manager") was terminated automatically in accordance with its terms upon the consummation of the IPO. In connection with such termination, the Company will pay monitoring fees for the years 2024, 2025 and 2026 in the aggregate sum of approximately $31 million to the Manager.
Affiliates of the Manager are controlling stockholders of the Company and have various relationships with the Company, and an affiliate of the Manager acted as underwriter in connection with the IPO.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth under Item 8.01 below is incorporated by reference in this Item 3.02.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
