v3.26.1
DEBT
6 Months Ended
Jun. 30, 2026
DEBT  
DEBT

11. DEBT

Resolute Holdings Debt

On February 28, 2025, Resolute Holdings entered into a credit agreement with JPMorgan Chase Bank, N.A. (“JPMC”), as lender (the “Old Resolute Credit Facility”). The Old Resolute Credit Facility provided for a $5.0 senior secured revolving credit facility available to be used by Resolute Holdings and originally matured on May 31, 2026.

On February 20, 2026, Resolute Holdings entered into a new $30.0 senior secured revolving credit facility (“Resolute Revolver”) with JPMC and Bank of America, N.A. (“BofA”) maturing on February 20, 2031 (the “Resolute Credit Facility”) to replace the Old Resolute Credit Facility which was undrawn prior to the refinancing. On March 18, 2026, Resolute Holdings amended the Resolute Credit Facility to increase the revolving commitments by $10.0 to an aggregate $40.0. On May 7, 2026, Resolute Holdings entered into a second amendment to the Resolute Credit Facility that provides for (i) new term loan commitments in an aggregate principal amount of $60.0 (the “Resolute Term Loan”) and (ii) certain other amendments to the Resolute Credit Facility, including, among other things, the reallocation of the revolving commitments among the lenders, which aggregate amount remains $40.0. The Resolute Term Loan will mature on the third anniversary of the effective date of the second amendment and amortize in quarterly installments commencing September 30, 2026.

The rate of interest for revolving and term loan borrowings under the Resolute Credit Facility was increased to a rate per annum equal to, at the option of Resolute Holdings (i) a rate equal to the higher of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S., or (b) the Federal Reserve Bank of New York Rate in effect on such day plus one-half of 1%, and (c) the Term SOFR rate for a one-month interest period commencing two (2) business days prior to such day plus 1.00% (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) in each case plus an applicable margin of 1.50%, with step-downs to 1.25% and 1.00% per annum based on Resolute Holdings’ Funded Indebtedness to EBITDA Ratio or (ii) a Term SOFR based benchmark rate for the applicable period (provided that in no event shall such Term SOFR rate be less than 0.0% per annum) plus an applicable margin of 2.50%, with step-downs to 2.25% and 2.00% per annum based on Resolute Holdings’ Funded

Indebtedness to EBITDA Ratio. Borrowings under the Resolute Revolver will bear interest at the same rates and margins as the Resolute Term Loan. At June 30, 2026, the effective interest rate on the Resolute Credit Facility was 6.49%.

The terms of the Resolute Credit Facility impose financial covenants, measured at the Resolute Holdings legal entity level, including a minimum revenue requirement and, beginning with the fiscal quarter ending March 31, 2026, a minimum leverage ratio which shall not be greater than 3.00 to 1.00 on the last day of any fiscal quarter. The Resolute Revolver is subject to an unused commitment fee of 0.25%. Creditors of the Resolute Credit Facility have no recourse to any assets or liabilities of GPGI Holdings. As of June 30, 2026, the Company was in compliance with all covenants under the Resolute Credit Facility.

GPGI Holdings Debt

Old GPGI Holdings Credit Facility

On August 7, 2024, GPGI Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “Old GPGI Holdings Credit Facility”). The Old GPGI Holdings Credit Facility had an initial maximum borrowing capacity of $330,000, comprised of a term loan of $200.0 and a revolving credit facility of $130.0 and had an original maturity date of August 7, 2029. On January 12, 2026, in conjunction with the closing of the Husky Transaction, GPGI Holdings repaid in full all outstanding obligations under the Old GPGI Holdings Credit Facility, with no early termination penalties or prepayment premiums incurred. The Company recognized a loss on debt extinguishment of $1.8.

In order to hedge GPGI Holdings’ exposure to variable interest rate fluctuations related to the borrowings under the Old GPGI Holdings Credit Facility, GPGI Holdings entered into an interest rate swap agreement for a notional amount of $125.0 (the “Interest Rate Swap Agreement”). The Interest Rate Swap Agreement expired in December 2025.

Husky Debt

As a result of the Husky Transaction, GPGI Holdings assumed approximately $2,774.0 of debt from Husky consisting of $1,000.0 of senior secured notes (“Husky SSN”), and $1,724.0 of term loan and $50.0 of revolving debt (“Old Husky Credit Facility”), while also entering a $350.0 delayed draw term loan (“DDTL”). In conjunction with the Husky Transaction, the Husky SSN’s were repaid in full and the Company recognized a $2.5 gain on debt extinguishment related to a prepayment penalty and fair value adjustment and $11.4 of debt issuance costs were incurred on the DDTL.

On January 14, 2026, GPGI and GPGI Holdings refinanced the Old Husky Credit Facility and DDTL and paid related fees, premiums and expenses through (i) the entry by GPGI Holdings, as borrower, into a new senior secured credit agreement providing for a $1,200.0 term loan facility (the "GPGI Holdings Term Loan”) and $400.0 of revolving credit commitments (the "GPGI Holdings Revolver" and, together with the GPGI Holdings Term Loan, the "GPGI Holdings Credit Facility") and (ii) the issuance by GPGI Holdings of $900.0 aggregate principal amount of 5.625% Senior Secured Notes due 2033 (the "5.625% Senior Secured Notes"). The Company recognized a $11.3 loss on debt extinguishment for the DDTL. The Company recognized $10.5 and $15.2 of debt issuance costs for the 5.625% Senior Secured Notes and GPGI Holdings Credit Facility, respectively.

GPGI Holdings Credit Facility

The GPGI Holdings Credit Facility was established among GPGI, GPGI Holdings, as borrower, the GPGI subsidiary guarantors party thereto, JPMC, as administrative agent and collateral agent, and the lenders party thereto. The obligations under the GPGI Holdings Credit Facility are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by GPGI, GPGI Holdings (except with respect to its own obligations), and the other guarantors.

The GPGI Holdings Term Loan matures in 2033 and bears interest, at GPGI Holdings' option, at a base rate plus 1.25% or a SOFR-based rate plus 2.25%. Voluntary prepayments of the GPGI Holdings Term Loan in connection with certain repricing transactions made within six months of January 14, 2026 are subject to a 1.00% prepayment premium, subject to customary exceptions. The GPGI Holdings Revolver matures in 2031, provides for up to $400.0 of revolving borrowings (of which up to $75.0 is available for letters of credit) in U.S. dollars, Canadian dollars, Euros and Pounds Sterling, and bears interest, at GPGI Holdings' option, at a base rate plus a margin ranging from 0.75% to 1.25% or a SOFR or other reference-rate-based rate plus a margin ranging

from 1.75% to 2.25%, in each case based on GPGI and its restricted subsidiaries’ consolidated first lien net leverage ratio. The GPGI Holdings Credit Facility also provides for a customary uncommitted incremental facility.

The GPGI Holdings Credit Facility contains customary affirmative and negative covenants substantially consistent with those in the Indenture, defined below, as well as a springing financial covenant that requires GPGI and its restricted subsidiaries to maintain a consolidated first lien net leverage ratio not in excess of a specified maximum, tested quarterly beginning with the fiscal quarter ending on or about September 30, 2026, if outstanding revolving loans and drawn and unreimbursed letters of credit under the GPGI Holdings Revolver exceed 35% of the revolving commitments.

As of June 30, 2026, $1,200.0 of borrowings were outstanding under the GPGI Holdings Term Loan, $15.0 of revolving borrowings and $7.5 of letters of credit were outstanding under the GPGI Holdings Revolver, and $377.5 of revolving commitments were available for borrowing. At June 30, 2026, the effective interest rate on the GPGI Holdings Credit Facility was 6.13% per year.

5.625% Senior Secured Notes

The 5.625% Senior Secured Notes were issued under an indenture (the "Indenture") among GPGI Holdings, GPGI, the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The 5.625% Senior Secured Notes bear interest at 5.625% per annum, payable semiannually on February 1 and August 1, commencing August 1, 2026, and mature on February 1, 2033. The 5.625% Senior Secured Notes are senior secured obligations of GPGI Holdings and are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by GPGI and the subsidiary guarantors party to the Indenture.

GPGI Holdings may redeem the 5.625% Senior Secured Notes, in whole or in part, at specified redemption prices, together with accrued and unpaid interest. Prior to February 1, 2029, redemptions are generally made at a make-whole premium, subject to customary exceptions permitting redemptions with the proceeds of equity offerings and limited annual redemptions at specified prices. On and after February 1, 2029, the 5.625% Senior Secured Notes are redeemable at declining premiums, and at par on and after February 1, 2031. Upon specified change of control events, GPGI Holdings will be required to offer to repurchase the 5.625% Senior Secured Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains customary covenants limiting the ability of GPGI and its restricted subsidiaries (including GPGI Holdings) to, among other things, incur additional indebtedness, incur liens, pay dividends or make other restricted payments, make certain investments, sell assets and enter into transactions with affiliates, in each case subject to customary exceptions, as well as customary events of default.

As of June 30, 2026, the Company was in compliance with all covenants under the Indenture and the GPGI Holdings Credit Facility. Creditors of the GPGI Holdings Credit Facility and 5.625% Senior Secured Notes have no recourse to any assets or liabilities of Resolute Holdings.

The Company’s long-term debt consists of the following

  ​ ​ ​

June 30, 2026

  ​ ​ ​

December 31, 2025

Resolute Revolver

$

30.0

$

Resolute Term Loan

60.0

GPGI Holdings Revolver

15.0

GPGI Holdings Term Loan

1,200.0

GPGI Holdings 5.625% Senior Secured Notes

900.0

Old GPGI Holdings Credit Facility

186.3

Total loan balance

2,205.0

186.3

Less: current portion of long-term debt

 

(24.0)

 

(15.0)

Less: net deferred financing costs

 

(27.5)

 

(2.2)

Total long-term debt

$

2,153.5

$

169.1

The maturity of the Company’s borrowings facilities as of June 30, 2026 is as follows:

Resolute Holdings

  ​ ​ ​

GPGI Holdings

  ​ ​ ​

Consolidated

Remainder of 2026

$

6.0

$

6.0

$

12.0

2027

15.0

12.0

27.0

2028

21.0

12.0

33.0

2029

18.0

12.0

30.0

2030

12.0

12.0

2031

30.0

27.0

57.0

Thereafter

2,034.0

2,034.0

Total

$

90.0

$

2,115.0

$

2,205.0