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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 17, 2026
GMR Solutions Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-43289 |
47-3615769 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
4400 Hwy 121, Suite 700,
Lewisville, TX 75056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (972) 459-4919
Not applicable
(Former name or former address, if changed since last report.)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| |
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
Trading Symbol |
Name of each
exchange
on which registered |
| Class A common stock, par value $0.0001 per share |
GMRS |
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 17, 2026, GMR
Intermediate Corp. and Global Medical Response, Inc. (“GMR, Inc.”), each a subsidiary of GMR Solutions Inc. (the “Company”),
entered into Amendment No. 1 (the “Amendment”) to the credit agreement governing GMR, Inc.'s existing first lien term loan
facility.
Pursuant to the Amendment,
all of GMR, Inc.'s existing first lien term loans after giving effect to the repayment below were refinanced through a replacement term
loan facility as part of a repricing transaction. The applicable interest rate margin to the SOFR rate published by CME Group Benchmark
Administration Limited (“SOFR”) decreased from +3.25% to +2.75%, representing a reduction of approximately 50 basis points.
In connection with the Amendment, GMR, Inc. voluntarily prepaid approximately $200 million of first lien term loans using cash on hand,
reducing the aggregate principal amount of its first lien term loans to approximately $2.7 billion.
The Company estimates that
the Amendment and related debt repayment will result in approximately $28 million of annual cash interest expense savings. Other than
the revised pricing and related repricing provisions, the Amendment does not materially modify the terms of the facility.
The foregoing description
is a summary of the material terms of the Amendment.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth
in Item 1.01 above is incorporated by reference into this Item 2.03.
In connection with the
transactions contemplated by the Amendment, GMR, Inc. used approximately $200 million of cash on hand to voluntarily repay a portion
of its first lien term loan indebtedness. The Company believes the transaction is consistent with its capital allocation strategy of
using cash generated by the business to reduce indebtedness, lower borrowing costs and support its long-term deleveraging
objectives. Separately, on September 14, 2026, the Company used approximately $32 million of cash on hand to satisfy payroll tax obligations arising in connection with the settlement of certain previously granted equity awards.
Based on the Company's
reported June 30, 2026 balance sheet, after giving effect to the approximately $200 million voluntary debt repayment and
approximately $32 million of payroll tax payments, the Company would have had approximately $188 million of cash and
cash equivalents and approximately $4.27 billion of total debt.
A copy of a press release
relating to the above transactions is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of GMR Solutions Inc. dated September 17, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| |
GMR Solutions Inc. |
| |
|
| Date: September 17, 2026 |
|
| |
By: |
/s/ Thomas Cook |
| |
Name: |
Thomas Cook |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
GMR
Solutions Inc. Completes Term Loan Refinancing and $200 Million Debt Repayment
LEWISVILLE,
Texas--(BUSINESS WIRE)--GMR
Solutions Inc. (“GMR”) (NYSE: GMRS), the nation’s largest provider of emergency medical services, completed successful
repricing of all its existing $2.9 billion Term Loan B facility due October 2032.
Repricing
GMR
used approximately $200 million of cash on hand to repay outstanding term loan borrowings, reducing the outstanding principal amount
of the facility to approximately $2.7 billion.
The
repricing reduced the applicable interest rate from SOFR +325 basis points per annum to SOFR +275 basis points per annum, reducing the
applicable interest rate by 50 basis points. GMR incurred no additional indebtedness as a result of the transaction and expects to
realize approximately $28 million of annual cash interest expense savings.
In
addition, GMR used approximately $32 million of cash on hand to satisfy required payroll tax obligations arising in connection with the
settlement of certain previously granted equity awards.
About
Global Medical Response
GMR
is the nation’s largest provider of emergency medical services (EMS), delivering EMS and other essential out-of-hospital care in
rural and urban communities that represent approximately 60% of the U.S. population. As the only national, fully integrated, air and
ground EMS provider, GMR operates in approximately 1,400 counties across the country. A recognized innovator, GMR develops new solutions
to meet evolving industry needs and expand access to high-quality care. With roughly 34,000 team members, GMR supports nearly 5.5 million
patient encounters annually and performs a critical care intervention every 88 seconds. Its family of solutions includes ambulance EMS
provider American Medical Response, as well as multiple air EMS organizations including Air Evac Lifeteam, REACH Air Medical Services,
Guardian Flight, Med-Trans Corporation, and AirMed International.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the
expected annual interest savings resulting from the completed repricing transaction. Actual results may differ materially from those
expressed or implied by these forward-looking statements due to a variety of risks and uncertainties, including changes in interest rates
and other factors beyond GMR’s control. GMR undertakes no obligation to update any forward-looking statements except as required
by law.
Contacts
GMR
Contacts:
Media Contact:
Kirsten Gurmendi
Associate Vice President, Public Relations, GMR Solutions Inc.
media@gmr.net
877.418.2980
Investor
Contact:
Krister Sorensen
Vice President, Investor Relations, GMR Solutions Inc.
Investor.relations@gmr.net