Compass Minerals Faces Listing Rule Concerns

TL;DR

Compass Minerals might be delisted, major red flag!

AI Summary

On August 12, 2024, Compass Minerals International, Inc. entered into a material definitive agreement. The company also provided notice of potential delisting or failure to meet continued listing rules, indicating a potential transfer of listing. This filing also includes Regulation FD disclosures and financial statements.

Why It Matters

This filing suggests potential challenges with Compass Minerals' stock listing, which could impact its market accessibility and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules indicates significant potential risk to the company's stock trading status.

Key Players & Entities

• Compass Minerals International, Inc. (company) — Registrant
• August 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 913-344-9200 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value CMP The New York Stock Exchan

Filing Documents

• cmp-20240812.htm (8-K) — 37KB
• cmp-aug2024creditagreement.htm (EX-10.1) — 73KB
• cmp-aug2024xex102fourthame.htm (EX-10.2) — 34KB
• cmp-nysefilingdeficiencyno.htm (EX-99.1) — 8KB
• cmp-20240812_g1.jpg (GRAPHIC) — 98KB
• cmplogoa.jpg (GRAPHIC) — 98KB
• 0001227654-24-000165.txt ( ) — 664KB
• cmp-20240812.xsd (EX-101.SCH) — 2KB
• cmp-20240812_def.xml (EX-101.DEF) — 3KB
• cmp-20240812_lab.xml (EX-101.LAB) — 24KB
• cmp-20240812_pre.xml (EX-101.PRE) — 14KB
• cmp-20240812_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 12, 2024, Compass Minerals International, Inc. (the "Company") entered into an amendment no. 2 (the "Credit Agreement Amendment") to the credit agreement dated as of April 20, 2016 (as amended and restated as of November 26, 2019, as further amended and restated as of May 5, 2023 and as further amended as of March 27, 2024, the "Credit Agreement") among the Company, Compass Minerals Canada Corp., Compass Minerals UK Limited, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto. The Credit Agreement Amendment extends the deadline under Section 5.01(b) of the Credit Agreement with respect to delivery of the Company's financial statements for the quarter ended June 30, 2024, together with the accompanying compliance certificate, to September 13, 2024, 75 days after the last day of the quarter ended June 30, 2024. The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as exhibit 10.1 hereto and incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement Amendment. On August 12, 2024, Compass Minerals America Inc., Compass Minerals Receivables LLC and PNC Bank National Association (collectively, the "Receivables Financing Agreement Parties") entered into a fourth amendment (the "Receivables Facility Amendment") to the receivables financing agreement dated as of June 30, 2020, among the Receivables Financing Agreement Parties (as previously amended, the "Receivables Financing Agreement"). The Receivables Facility Amendment extends the deadline under Section 8.01(c)(iv) of the Receivables Financing Agreement with respect to delivery of the of the Company's financial statements for the quarter ended June 30, 2024, together with t

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 15, 2024, the Company received written notice from the New York Stock Exchange (the "Exchange") that the Company is not in compliance with the Exchange's continued listing standards as set forth in Section 802.01E of the NYSE Listed Company Manual as a result of the Company's failure to timely file (the "Filing Delinquency") its Form 10-Q for the period ended June 30, 2024 (the "Report") prior to August 14, 2024, the end of the extension period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Filing Delinquency will be cured via the filing of the Report. The Filing Delinquency has no immediate effect on the listing of the Company's common stock on the Exchange. The Company plans to avail itself of the process provided by the Exchange to regain compliance. The Company is working diligently to file the Report as soon as possible. As previously disclosed in the Company's Notification of Late Filing on Form 12b-25 filed with the Securities and Exchange Commission (the "SEC") on August 9, 2024, the Company was unable to file the Report within the prescribed time period without unreasonable effort or expense as a result of pending restatements of its (i) unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, (ii) audited financial statements included in its Annual Report on Form 10-K for the period ended Sept. 30, 2023, (iii) unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended Dec. 31, 2023 and (iv) unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 16, 2024, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of this press release is being furnished as Exhibit 99.1 and incorporated by reference herein. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and 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, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing .

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 10.1 Amendment No. 2, dated August 12, 2024, to the Credit Agreement dated as of April 20, 2016 as amended and restated as of November 26, 2019, as further amended and restated as of May 5, 2023 and as further amended as of March 27, 2024, among Compass Mineral International, Inc., Compass Minerals Canada Corp., Compass Minerals UK Limited, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto. 10.2 Fourth Amendment, dated August 12, 2024, to the Receivables Financing Agreement dated as of June 30, 2020, among the Receivables Financing Agreement Parties (as previously amended), by and among Compass Minerals America Inc., Compass Minerals Receivables LLC and PNC Bank National Association. 99.1 Press Release, dated August 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPASS MINERALS INTERNATIONAL, INC. Date: August 16, 2024 By: /s/ Jeffrey Cathey Name: Jeffrey Cathey Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR