CompoSecure, Inc. 8-K

What Happened

• CompoSecure, Inc. filed an 8‑K reporting the closing of its previously announced transaction to acquire Husky. At closing (announced Jan 12, 2026), CompoSecure assumed Husky’s outstanding indebtedness and entered several material agreements with the buyer group and managers, appointed two new directors and approved a corporate name change to GPGI, Inc. (effective Jan 22, 2026). The company also changed its independent auditor (appointed EY on Jan 9, 2026).

Key Details

• Debt assumed: CompoSecure assumed Husky debt totaling approximately $3,123.8 million, consisting of a $1,723.8M term loan, $350.0M delayed‑draw term loan, $50.0M revolver balance and $1,000.0M of 9.00% senior secured notes due 2029. Husky issued conditional notices to redeem the notes Jan 13, 2026; refinancing transactions were expected to close Jan 14, 2026.
• Investor & registration rights: PE Titan CS Holdings L.P. (affiliate of Platinum) signed an Investor Rights Agreement giving it board nomination rights (two seats while holding ≥10%; one seat while >5%–<10%), a 90‑day post‑close lock‑up (company may release early), and registration rights including up to two demand registrations per 12 months and piggy‑back rights.
• Management & fees: Husky Holdings entered a Management Agreement with Resolute Holdings whereby Resolute will manage Husky’s operations and strategy and will receive a quarterly cash management fee equal to 2.5% of Husky Holdings’ last 12 months’ Adjusted EBITDA, plus reimbursable documented costs; initial 10‑year term with automatic ten‑year renewals.
• Other corporate actions: The company repaid and terminated its prior Credit Agreement ($330.0M facility: $200M term loan, $130M revolver) at closing; two directors (Louis Samson and Delara Zarrabi) were appointed to the board per the Investor Rights Agreement; the company will change its name to GPGI, Inc., effective Jan 22, 2026.

Why It Matters

• Balance sheet and credit profile: The acquisition materially changes CompoSecure’s liabilities by adding roughly $3.12B of Husky indebtedness (even as some debt is being refinanced/redeemed). This will be a key factor for investors assessing leverage, interest expense and refinancing risk.
• Governance and control: The new PE investor has explicit board nomination rights and registration rights, which could influence strategic decisions and future share availability. The management agreement creates an ongoing fee tied to Husky’s Adjusted EBITDA, affecting future operating costs and incentives.
• Operational and reporting changes: New board members and a change in external auditor (to EY) are notable governance developments; the legal name change to GPGI, Inc. will affect ticker/branding and should be noted by shareholders and information providers.

Keywords: acquisition, merger, debt assumption, refinancing, board appointment, investor rights, management fee, name change, auditor change.