SUBSEQUENT EVENTS |
3 Months Ended |
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Mar. 31, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Completion of IPO On May 14, 2026, the Company completed the IPO, in which we issued and sold 31,914,893 shares of Class A common stock, par value $0.0001 per share, at an initial public offering price of $15.00 per share. The Company received net proceeds of $454.8 million for the Class A common stock, after deducting underwriting discounts and other fees of $23.9 million. The Company used the net proceeds from the IPO to redeem its outstanding shares of Series B Preferred Stock, that were not subject to the Preferred Exchange (as defined below), with the remaining net proceeds, together with the net proceeds from the Private Placement Warrants (as defined below), and cash on hand, used to repay approximately $670.0 million outstanding borrowings under the 2023 First Lien Term Loan. Amendment to Certificate of Incorporation On May 14, 2026, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s Second Amended and Restated Bylaws became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 1,200.0 million shares of Class A common stock, 300.0 million shares of Class B common stock and 250.0 million shares of preferred stock. 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, 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 of shares of Class B common stock, at an exercise price of $0.01 per share. On May 14, 2026, the Company redeemed all of the remaining outstanding shares of Series B Preferred Stock using a portion of the net proceeds of the IPO, at an aggregate redemption price equal to $299.5 million. 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. Tax Receivable Agreement The Company expects to utilize certain pre-IPO tax assets (including federal, state and local net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO) (the “Pre-IPO Tax Benefits”) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce the Company’s future tax payments. In connection with the IPO, the Company entered into a Tax Receivable Agreement (the “TRA”) with certain stockholders and members of management that elected to become parties to the TRA (the “TRA parties”) that will provide for the payment by the Company to such TRA parties of 85% of the benefits, if any, that the Company or its subsidiaries actually realize, or are deemed to realize (calculated using certain assumptions), as a result of savings in U.S. federal, state and local income taxes attributable to the Company’s and its subsidiaries’ utilization of the Pre-IPO Tax Benefits. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits. For purposes of the TRA, the cash tax benefits will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that the Company would have been required to pay had it not been able to utilize the Pre-IPO Tax Benefits. The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized (or deemed utilized) or expired. In the event of certain changes of control, certain material breaches of the TRA by the Company, or an insolvency event, the calculation of certain future payments made under the TRA will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits.
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