Business Context and Reporting Period
This Form 8-K, dated January 12, 2026, reports the completion of a transformative transaction by CompoSecure, Inc. (hereinafter referred to as GPGI, Inc., effective January 22, 2026). On the Closing Date, the Company completed its combination with Husky Technologies Limited ("Husky") and simultaneously closed a private placement of equity securities.
Key Financial Metrics and Transaction Details
- Transaction Consideration: The acquisition of Husky was completed for approximately $688.7 million in cash and 54,978,334 shares of GPGI Class A Common Stock.
- Private Placement (PIPE): The Company issued and sold 106,056,083 shares of Common Stock to PIPE Investors at $18.50 per share, raising approximately $1.96 billion.
- Debt Assumption: GPGI assumed Husky's existing indebtedness, totaling approximately $3.12 billion in aggregate principal, comprising:
- $1,723.8 million in existing term loans.
- $350.0 million in delayed draw term loans.
- $50.0 million in revolving credit facilities.
- $1,000.0 million in 9.000% senior secured notes due 2029.
- Debt Repayment: Concurrently with the closing, GPGI repaid all loans and terminated credit commitments under its previous $330.0 million credit facility.
- Management Fees: A new Management Agreement requires Husky Holdings to pay Resolute Holdings a quarterly fee equal to 2.5% of the last 12 months' Adjusted EBITDA.
Material Changes Versus Prior Period
- Corporate Identity: The Company changed its name from CompoSecure, Inc. to GPGI, Inc., effective January 22, 2026.
- Capital Structure: Significant dilution occurred via the issuance of approximately 161 million shares of Common Stock (54.9 million to Platinum Parties and 106.0 million to PIPE Investors).
- Balance Sheet: The Company transitioned from a $330 million credit facility to assuming over $3 billion in Husky debt, though refinancing transactions are expected to close on January 14, 2026.
- Accounting Firm: Grant Thornton LLP was dismissed as the independent registered public accounting firm, and Ernst & Young LLP (EY) was appointed for the fiscal year ending December 31, 2026.
Guidance, Outlook, and Material Agreements
- Refinancing and Redemption: The Company intends to refinance the assumed Husky debt facilities. Additionally, Husky has issued notices to redeem all $1.0 billion of existing senior secured notes on January 13, 2026.
- Investor Rights: PE Titan CS Holdings L.P. (an affiliate of Platinum) secured the right to nominate two board members while holding at least 10% of outstanding shares, and one member while holding between 5% and 10%. A 90-day lock-up period applies to the PE Holder.
- Board Composition: Louis Samson and Delara Zarrabi were appointed to the Board of Directors effective the Closing Date.
- Risks and Contingencies: The Management Agreement includes a termination fee payable in cash or stock upon certain events. The Company bears expenses for registration statements filed under the new Registration Rights Agreement.
Investor Verification Checklist
- Verify the closing of the refinancing transactions for the assumed $3.12 billion Husky debt scheduled for January 14, 2026.
- Confirm the full redemption of the $1.0 billion senior secured notes on January 13, 2026.
- Review the Unaudited Pro Forma Condensed Consolidated Financial Statements (Exhibit 99.4) to assess the combined entity's leverage and liquidity post-transaction.
- Monitor the effective date of the name change to GPGI, Inc. on January 22, 2026, and subsequent ticker symbol updates.
- Examine the terms of the Management Agreement regarding the 2.5% Adjusted EBITDA fee and potential termination fees.