Compass Minerals Intl Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$CMP
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2024
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(913 ) 344-9200
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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, 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 Receivables Facility Amendment is qualified in its entirety by reference to the full text of the Receivables Facility Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Receivables Facility Amendment.
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, the Company must pay additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum (the “Reporting Additional Interest”), which shall accrue to but not including the 180th calendar day from such Event of Default (or such earlier date on which the Event of Default has been cured or waived). The Reporting Additional Interest shall not begin accruing until the Company fails to comply with Section 4.02(a) for a period of 60 calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of outstanding Notes. The Reporting Additional Interest is the only remedy under the Indenture for 180 calendar days after such Event of Default occurs.
As of the date hereof, the Company had $500 million principal amount of Notes outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 | ||||||||