CompoSecure Amends 8-K Regarding Noteholder Changes
Ticker: GPGI · Form: 8-K/A · Filed: Sep 20, 2024 · CIK: 1823144
| Field | Detail |
|---|---|
| Company | Composecure, Inc. (GPGI) |
| Form Type | 8-K/A |
| Filed Date | Sep 20, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $1,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: debt, notes, amendment
Related Tickers: SCSE
TL;DR
CompoSecure 8-K/A: Notes due 2026 might get a 'make-whole' payment soon due to a closing event.
AI Summary
CompoSecure, Inc. filed an Amendment No. 1 to its Form 8-K on September 20, 2024, to update its filing from September 17, 2024. The amendment clarifies that the closing of a transaction was expected to trigger a Fundamental Change and a Make-Whole Fundamental Change for its 7.00% Exchangeable Notes due 2026, issued by subsidiary CompoSecure Holdings, L.L.C. The company will issue a notice to noteholders once the Make-Whole Fundamental Change becomes effective.
Why It Matters
This filing provides crucial information to holders of CompoSecure's 7.00% Exchangeable Notes due 2026 regarding potential changes to their notes triggered by a recent closing event.
Risk Assessment
Risk Level: medium — The filing discusses potential 'Fundamental Changes' and 'Make-Whole Fundamental Changes' for exchangeable notes, which can impact their value and terms for investors.
Key Numbers
- 7.00% — Interest Rate on Notes (This is the coupon rate for the exchangeable notes that may be affected by the changes.)
Key Players & Entities
- CompoSecure, Inc. (company) — Filer of the 8-K/A
- CompoSecure Holdings, L.L.C. (company) — Subsidiary that issued the notes
- 7.00% Exchangeable Notes due 2026 (dollar_amount) — Specific financial instrument affected
- September 17, 2024 (date) — Date of the original Form 8-K filing
- September 20, 2024 (date) — Date of the 8-K/A filing
FAQ
What is the purpose of this Amendment No. 1 to Form 8-K?
This amendment updates the Company's Current Report on Form 8-K filed on September 17, 2024, to provide further details regarding a closing event and its impact on the 7.00% Exchangeable Notes due 2026.
What specific financial instrument is primarily discussed in this filing?
The filing primarily discusses CompoSecure's 7.00% Exchangeable Notes due 2026, issued by its subsidiary CompoSecure Holdings, L.L.C.
What events are expected to be triggered by the closing of a transaction?
The closing was expected to trigger a Fundamental Change and a Make-Whole Fundamental Change, as defined in the indenture governing the Notes.
When was the original Form 8-K filed?
The original Form 8-K was filed on September 17, 2024.
What action will CompoSecure take once the Make-Whole Fundamental Change becomes effective?
CompoSecure will issue a notice to holders of the Notes pursuant to the terms of the Indenture.
Filing Stats: 877 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2024-09-20 08:05:06
Key Financial Figures
- $0.0001 — hich registered Class A Common Stock, $0.0001 par value CMPO Nasdaq Global Market
- $1,000 — the Company's Class A Common Stock per $1,000 principal amount of Notes to 104.5199 s
Filing Documents
- tm2424457d1_8ka.htm (8-K/A) — 33KB
- 0001104659-24-101532.txt ( ) — 251KB
- cmpo-20240917.xsd (EX-101.SCH) — 4KB
- cmpo-20240917_def.xml (EX-101.DEF) — 26KB
- cmpo-20240917_lab.xml (EX-101.LAB) — 36KB
- cmpo-20240917_pre.xml (EX-101.PRE) — 25KB
- tm2424457d1_8ka_htm.xml (XML) — 7KB
01
Item 8.01 Other Events. As previously disclosed, as a result of the completion of the Transaction, a Fundamental Change that constitutes a Make-Whole Fundamental Change has occurred under the indenture (the "Indenture") governing the 7.00% Exchangeable Notes due 2026 (the "Notes") issued by CompoSecure Holdings, L.L.C. ("Holdings"), a subsidiary of the Company. The Effective Date of such Fundamental Change and Make-Whole Fundamental Change is September 19, 2024. Pursuant to the Indenture, the Company intends to deliver to the holders of Notes a Notice of Make-Whole Fundamental Change. As further described in the Notice of Make-Whole Fundamental Change, as a result of such Make-Whole Fundamental Change, the Exchange Rate (as defined in the Indenture) for the Notes has been increased temporarily from 91.0972 shares of the Company's Class A Common Stock per $1,000 principal amount of Notes to 104.5199 shares of the Company's Class A Common Stock per $1,000 principal amount of Notes. In order for a holder of Notes to receive the Additional Shares upon the exchange of some or all of such holder's Notes, a holder must exchange such Notes on an Exchange Date (as defined in the Indenture) that occurs during the period (the "Additional Shares Exchange Period") from, and including, September 19, 2024, up to, and including, the close of business on the Business Day (as defined in the Indenture) immediately prior to the Fundamental Change Repurchase Date, which the Company currently expects will be November 29, 2024. Following the Additional Shares Exchange Period, the Exchange Rate will revert to 91.0972 shares of Class A Common Stock per $1,000 principal amount of Notes. Additionally, as a result of the occurrence of a Fundamental Change, each holder of Notes has the right, at such holder's option, to require Holdings to purchase for cash all of such holder's Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Repurchase