CompoSecure Announces Control Change, Agreement Termination

TL;DR

CompoSecure's changing hands, agreements axed, execs shuffled. Big shakeup!

AI Summary

CompoSecure, Inc. announced on September 17, 2024, the termination of a material definitive agreement and a change in control of the registrant. The company also reported on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, CompoSecure made a Regulation FD disclosure and reported other events, including financial statements and exhibits.

Why It Matters

This filing indicates significant corporate restructuring and potential shifts in leadership and strategic direction for CompoSecure, Inc.

Risk Assessment

Risk Level: high — A change in control and termination of material agreements often signal significant operational or financial instability.

Key Players & Entities

• CompoSecure, Inc. (company) — Registrant
• Roman DBDR Tech Acquisition Corp. (company) — Former Company Name
• September 17, 2024 (date) — Report Date

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value CMPO Nasdaq Global Market
• $372.1 m — gregate purchase price of approximately $372.1 million, or $7.55 per share of Class A Co
• $7.55 — ice of approximately $372.1 million, or $7.55 per share of Class A Common Stock acqui

Filing Documents

• tm2424092d1_8k.htm (8-K) — 77KB
• tm2424092d1_ex10-1.htm (EX-10.1) — 84KB
• tm2424092d1_ex10-2.htm (EX-10.2) — 23KB
• tm2424092d1_ex99-1.htm (EX-99.1) — 22KB
• 0001104659-24-100718.txt ( ) — 462KB
• 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
• tm2424092d1_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement Background On September 17, 2024, each of the Class B stockholders of CompoSecure, Inc. (the "Company") completed the transactions contemplated pursuant to the previously-announced stock purchase agreements (each, a "stock purchase agreement") with Resolute Compo Holdings LLC ("Resolute" or "Buyer"), pursuant to which Resolute agreed to acquire a majority interest in the Company in privately negotiated sales and eliminate the Company's dual-class structure (the "Transaction"). Accordingly, on September 17, 2024 (the "Closing"), Resolute became the majority owner of the Company, having acquired 49,290,409 shares of the Class A Common Stock of the Company (the "Class A Common Stock") for an aggregate purchase price of approximately $372.1 million, or $7.55 per share of Class A Common Stock acquired, representing an approximately 60% voting interest. Resolute paid the purchase price in cash funded by certain entities related to the family of David Cote. Upon completion of the Transaction, all issued and outstanding shares of Class B Common Stock of the Company were cancelled. The Company previously filed a Current Report on Form 8-K with the SEC on August 9, 2024 (the "August 9 Form 8-K") to provide additional detail on the Transaction. As disclosed in the August 9 Form 8-K, pursuant to the terms of the stock purchase agreements, each Class B stockholder party thereto (the "Selling Holder") agreed with Resolute to (i) exchange all of such Selling Holder's Class B Units of CompoSecure Holdings, L.L.C. ("Holdings"), a subsidiary of the Company, for shares of Class A Common Stock (with all of such Selling Holder's shares of Class B Common Stock being automatically cancelled for no consideration upon such exchange by operation of the Company's certificate of incorporation), and (ii) subsequently sell to Tungsten 2024 LLC ("Tungsten") an agreed number of shares of Class A Common Stock of the Company to be owned by

02

Item 1.02 Termination of a Material Definitive Agreement. Termination of Stockholders' Agreement The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02. On September 17, 2024, the Company and those certain stockholder signatories thereto entered into an agreement to terminate that certain Stockholders Agreement, dated December 27, 2021 (the "Stockholders Agreement"), by and among the Company and the individuals and entities signatory thereto (the "Termination Agreement"). The Stockholders Agreement related to the voting for directors of the Company and contained certain lock-up restrictions, as well as a registration rights agreement that provided customary registration rights to certain equity holders of the Company. Pursuant to the Termination Agreement, the Stockholders Agreement has been terminated as of the Closing. The foregoing summary of the Termination Agreement is not complete and is qualified in its entirety by reference to the full text of such document, attached hereto as Exhibit 10.2, which is incorporated herein by reference.

01

Item 5.01 Changes in Control of Registrant. The information set forth in Item 1.01 and Item 1.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01. The information set forth in Item 5.02 of this Current Report on Form 8-K regarding the arrangements between the Company and Buyer with respect to the election of directors and other matters is hereby incorporated by reference into this Item 5.01. As disclosed in Item 1.01 above, effective as of the Closing, Buyer acquired shares of Class A Common Stock representing approximately 60% of the voting power of the Company. As of the date of this Current Report on Form 8-K, Mr. John Cote, the manager of Tungsten, as managing member of Buyer, beneficially owns shares(consisting of the shares acquired by Buyer and other shares previously acquired) representing approximately 62% of the Company.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 and Item 1.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02. On September 17, 2024, in accordance with the Letter Agreement, the Board approved the increase in the size of the Board from seven (7) directors to eleven (11) directors. Resignation of Directors In connection with the Transaction, on August 7, 2024, each of Mitchell Hollin and Michele Logan delivered notice of their resignation as a member of the Board and all committees thereof (and in Mr. Hollin's case, as Chairman of the Board), subject to and contingent on the consummation of the Closing, pursuant to the terms of the Letter Agreement (the "Resignation Letters"). Such resignations from the Board are not a result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices or any other matter. Pursuant to the terms of the Resignation Letters, each of Mr. Hollin and Ms. Logan's resignations became effective as of the Closing, on September 17, 2024. Appointment of New Directors In connection with the Closing and in accordance with the terms of the Letter Agreement, and on the recommendation of the Special Committee with respect to each Buyer Independent Designee, effective September 17, 2024, the Board appointed six (6) new members of the Board: Mr. David M. Cote, Mr. Thomas R. Knott, Mr. Joseph DeAngelo, Mr. Mark James, Mr. Roger Fradin and Mr. John Cote (each, a "New Director"). David M. Cote Mr. David Cote has been appointed to fill the Board position created by the resignation of Mr. Hollin, and shall hold office as a Class III director and as Executive Chairman of the Board for the term expiring at the annual meeting of the stockholders of the Company to be held in 2027, or until his earlier resignation

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View this 8-K filing on SEC EDGAR