UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition |
On August 7, 2024, CompoSecure, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024, and provided an investor presentation to accompany the press release. The press release and investor presentation provide business updates, including with respect to an amendment to the credit facility with JPMorgan Chase Bank, National Association, and a transaction pursuant to which Resolute Holdings will acquire a majority interest in CompoSecure with a $372 million personal investment from The David Cote Family.
Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*
| Item 7.01 | Regulation FD Disclosure |
On August 7, 2024, the Company and Resolute Holdings I, LP and its affiliated vehicles (“Resolute”), an investment firm led by David Cote and Tom Knott, announced that certain Class B stockholders of the Company entered into stock purchase agreements with Resolute, pursuant to which Resolute will acquire a majority interest in the Company and eliminate its dual-class structure (the “Transaction”). The Transaction is subject to customary closing conditions and regulatory approval, including Hart-Scott-Rodino clearance.
In connection with the Transaction, on August 7, 2024, the Company and a subsidiary entered into a Letter Agreement with an investment entity affiliated with Resolute (the “Letter Agreement”) to establish the terms of the transition of governance of the Company. In addition to the Letter Agreement, in connection with the Transaction, the Company entered into Amendment No. 1 to the Tax Receivable Agreement, dated as of August 7, 2024, (the “TRA”) which amends the Tax Receivable Agreement, dated as of December 27, 2021, by and among the Company and each of the other parties thereto, to, among other things, prevent acceleration of TRA payments that would otherwise be payable as a result of the Transaction. The amendment of the TRA is contingent upon, and shall only be effective, upon the closing of the Transaction.
If the Transaction is completed, it is anticipated it will result in a “Fundamental Change” with respect to the Company’s exchangeable notes issued pursuant to the Indenture, dated as of December 27, 2021.
In addition, on August 7, 2024, subsidiaries of the Company entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto, which, amongst other matters, extended the maturity date to August 2029, lowered the interest rate on the credit facility, amended certain change of control covenants, and provides for a $200 million term facility and a $130 million revolving credit facility.
On August 7, 2024, the Company issued a press release announcing the Transaction. A copy of the press release, which is attached hereto as Exhibit 99.3 and incorporated by reference herein, is hereby furnished pursuant to this Item 7.01.
Attached hereto as Exhibit 99.2 and incorporated herein by reference is an investor presentation that will be used by the Company on a conference call today with investors and other persons.
The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*
The terms of the Transaction, the amendment of the TRA and the amended credit facility will be described in a subsequent filing on Form 8-K.
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of the Company, dated August 7, 2024 |
| 99.2 | Investor Presentation, dated August 7, 2024 |
| 99.3 | Joint Press Release of the Company and Resolute, dated August 7, 2024 |
| 104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPOSECURE, INC. | ||
| Date: August 7, 2024 | By: | /s/Timothy Fitzsimmons |
| Timothy Fitzsimmons | ||
| Chief Financial Officer | ||