Compass Minerals Enters Material Definitive Agreement

TL;DR

Compass Minerals just signed a big deal, filing an 8-K for a material definitive agreement.

AI Summary

Compass Minerals International, Inc. announced on September 13, 2024, that it entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Overland Park, KS, is involved in the mining and quarrying of nonmetallic minerals. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new contract or partnership for Compass Minerals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry significant financial and operational risks depending on the nature of the agreement.

Key Numbers

• 001-31921 — SEC File Number (Identifies the company's filings with the SEC)
• 36-3972986 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Compass Minerals International, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Overland Park, KS (location) — Principal executive offices
• September 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value CMP The New York Stock Exchan
• $500 million — As of the date hereof, the Company had $500 million principal amount of Notes outstanding.

Filing Documents

• cmp-20240913.htm (8-K) — 36KB
• cmp-sept2024creditagreemen.htm (EX-10.1) — 72KB
• cmp-sept2024fifthamendment.htm (EX-10.2) — 34KB
• cmp-20240913_g1.jpg (GRAPHIC) — 98KB
• 0001227654-24-000171.txt ( ) — 531KB
• cmp-20240913.xsd (EX-101.SCH) — 2KB
• cmp-20240913_def.xml (EX-101.DEF) — 3KB
• cmp-20240913_lab.xml (EX-101.LAB) — 24KB
• cmp-20240913_pre.xml (EX-101.PRE) — 14KB
• cmp-20240913_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 13, 2024, Compass Minerals International, Inc. (the "Company") entered into an amendment no. 3 (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 and August 12, 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 November 29, 2024, 152 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 September 13, 2024, Compass Minerals America Inc., Compass Minerals Receivables LLC and PNC Bank National Association (collectively, the "Receivables Financing Agreement Parties") entered into a fifth 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 Company's financial statements for the quarter ended June 30, 202

01 Other Events

Item 8.01 Other Events. On September 18, 2024, the Company received a notice of default (the "Notice") relating to its 6.750% Senior Notes due 2027 (the "Notes"). The Notice was delivered to the Company by Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee"), pursuant to that certain Indenture, dated as of November 26, 2019, by and among the Company, the Guarantors named therein and the Trustee (the "Indenture"). The Notice states that the Company has defaulted under Section 4.02(a)(2) of the Indenture because the Company failed to timely deliver to the Trustee its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as required under the Indenture (the "Default"). As previously reported on the Company's Notification of Late Filing on Form 12b-25, filed with the SEC on August 9, 2024, the Company was unable to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 by the prescribed due date without unreasonable effort or expense because the Company requires additional time to complete amendments to correct misstatements in 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 September 30, 2023, (iii) unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023 and (iv) unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024. Pursuant to the terms of the Indenture, the Default will not become an Event of Default (as defined in the Indenture) unless the Company fails to remedy the Default within 90 days after receipt of notice of the Event of Default. If such an Event of Default occurs, then under Section 6.13 of the Indenture, th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 10.1 Amendment No. 3, dated September 13, 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 , as further amended as of March 27, 2024 and as further amended on August 12, 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 Fifth Amendment dated September 13, 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. 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: September 19, 2024 By: /s/ Jeffrey Cathey Name: Jeffrey Cathey Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR