Spin-off - CompoSecure, Inc.
Form Type: 10-Q
Filing Date: 2025-05-12
Corporate Action: Spin-off
Type: Update
Accession Number: 000182314425000008
Filing Summary: As of February 28, 2025, CompoSecure, Inc. underwent a spin-off of Resolute Holdings Management, Inc. This corporate event has led to a change in accounting treatment, whereby the results of operations of CompoSecure Holdings L.L.C. and its subsidiaries are no longer consolidated in the Company's financial statements but are instead accounted for under the equity method. The Company now reports its share of earnings from the equity method investment in its consolidated statements. Financial results show a net income for the three months ended March 31, 2025, of $21,492,000, an increase from $17,073,000 in the same period of the previous year. The spin-off and related management agreement has significant implications for the financial presentation and operational control of the Company. The Company reports cash, cash equivalents, and equity method investments totaling $14,844,000 and continues to operate under various financial liabilities stemming from previous fiscal years, highlighting the changing financial landscape of the organization post-spin-off.
Additional details:
Total Assets: 292323
Current Liabilities: 47093
Debt Long Term: 184389
Net Income: 21492
Total Stockholders Deficit: 87307
Earnings Equity Method Investment: 14844
Form Type: 8-K
Filing Date: 2025-05-08
Corporate Action: Spin-off
Type: Update
Accession Number: 000095014225001301
Filing Summary: On May 8, 2025, CompoSecure, Inc. reported the completion of the spin-off of Resolute Holdings Management, Inc. which occurred on February 28, 2025. The spin-off involved a pro rata distribution of all outstanding shares of Resolute Holdings common stock to holders of record of CompoSecure's Class A common stock. Specifically, each holder of CompoSecure common stock received one share of Resolute Holdings common stock for every twelve shares held as of February 20, 2025. The spin-off was regarded as a taxable distribution, resulting in taxable gain recognized by the company and taxable dividend income for the holders of CompoSecure common stock. The board of directors also approved a valuation of $106.4 million, or roughly $12.48 per share, for the Resolute Holdings common stock distributed in this transaction.
Additional details:
Date Of Event: 2025-02-28
Spin Off Company: Resolute Holdings Management, Inc.
Distribution Ratio: 1:12
Record Date: 2025-02-20
Fair Market Value Per Share: 12.48
Total Value Distributed: 106.4 million
Form Type: 8-K
Filing Date: 2025-03-05
Corporate Action: Spin-off
Type: New
Accession Number: 000095014225000636
Filing Summary: On February 28, 2025, CompoSecure, Inc. completed the spin-off of Resolute Holdings Management, Inc. through a pro rata distribution of Resolute Holdings’ common stock to holders of CompoSecure’s Class A common stock. Shareholders received one share of Resolute Holdings for every twelve shares of CompoSecure common stock held as of February 20, 2025. In lieu of fractional shares, shareholders will receive cash. Resolute Holdings began trading on Nasdaq under the ticker 'RHLD' post-spin-off. Agreements associated with the spin-off include a Separation and Distribution Agreement, a U.S. State and Local Tax Sharing Agreement, and a Management Agreement between CompoSecure Holdings and Resolute Holdings to oversee day-to-day operations. The document outlines the transfer of assets and liabilities related to employees, tax responsibilities, and agreements on compensation adjustments for stock options and awards. It contains specific terms regarding the indemnification of both companies and details on the management fee arrangements.
Additional details:
Date Of Distribution: 2025-02-28
Record Date: 2025-02-20
Ticker Symbol Resolute: RHLD
Management Fee Percentage: 2.5%
Annual Cash Retainer Fee: 50000
Annual Option Award Value: 150000
Form Type: 8-K
Filing Date: 2025-03-03
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925019352
Filing Summary: On February 28, 2025, CompoSecure, Inc. completed the separation of Resolute Holdings Management, Inc. from the Company through a pro rata distribution of all outstanding shares of common stock of Resolute Holdings to holders of record of the Company’s Class A common stock. Shareholders received one share of Resolute Holdings for every twelve shares of CompoSecure common stock held as of the record date on February 20, 2025. Cash will be provided for any fractional shares. The Spin-Off resulted in an adjustment to the warrant exercise price, reducing it from $11.50 to $7.97 per share of CompoSecure common stock effective immediately after the Distribution Date, and the Redemption Trigger Price decreased from $18.00 to $14.47.
Additional details:
Distribution Date: 2025-02-28
Record Date: 2025-02-20
Warrant Exercise Price Before: 11.50
Warrant Exercise Price After: 7.97
Redemption Trigger Price Before: 18.00
Redemption Trigger Price After: 14.47
Form Type: 8-K
Filing Date: 2025-02-28
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925018639
Filing Summary: On February 28, 2025, CompoSecure, Inc. announced the completion of a spin-off of Resolute Holdings Management, Inc. The spin-off involved a pro rata distribution of all issued and outstanding shares of Resolute Holdings to the holders of CompoSecure's Class A common stock. The announcement was made through a press release dated February 28, 2025, which is attached as Exhibit 99.1.
Additional details:
Shares Outstanding: all of the issued and outstanding shares of Resolute Holdings
Event Date: 2025-02-28
Press Release: Press release, dated February 28, 2025, issued by CompoSecure, Inc. and Resolute Holdings Management, Inc.
Form Type: 8-K
Filing Date: 2025-02-10
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925010752
Filing Summary: On February 10, 2025, CompoSecure, Inc. announced its board of directors has approved the spin-off of Resolute Holdings Management, Inc., a wholly owned subsidiary. The distribution of shares of Resolute Holdings Common Stock to holders of CompoSecure Class A common stock will occur before the market opens on February 28, 2025. Shareholders will receive one share of Resolute Holdings Common Stock for every twelve shares of CompoSecure Common Stock held on February 20, 2025. The distribution is subject to certain conditions. Resolute Holdings is expected to begin trading on Nasdaq under the ticker 'RHLD' on the same day.
Additional details:
Item Description: press_release_date
Item Value: 2025-02-10
Item Description: share_distribution_date
Item Value: 2025-02-28
Item Description: record_date
Item Value: 2025-02-20
Item Description: ticker_symbol
Item Value: RHLD
Form Type: 8-K
Filing Date: 2025-01-03
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925000865
Filing Summary: On December 30, 2024, CompoSecure, Inc. announced a plan to spin off a newly formed entity, Resolute Holdings Management, Inc., to its existing stockholders, which is subject to customary conditions. To facilitate this spinoff, CompoSecure Holdings, L.L.C. along with other Loan Parties entered into Amendment No. 1 and Limited Waiver to the Fourth A&R Credit Agreement. This amendment waives certain conditions related to the spin-off and the accompanying transactions, including a management agreement between CompoSecure Holdings and Resolute Holdings. The amendment also includes conforming changes to covenants and allows for additional investments by the Loan Parties, provided certain covenants are met on a pro forma basis.
Additional details:
Item Type: spin_off_name
Value: Resolute Holdings Management, Inc.
Item Type: credit_agreement_date
Value: 2024-08-07
Item Type: amendment_number
Value: 1
Form Type: 8-K
Filing Date: 2024-12-30
Corporate Action: Spin-off
Type: New
Accession Number: 000110465924132499
Filing Summary: On December 30, 2024, CompoSecure, Inc. announced its plan to spin off a newly formed entity named Resolute Holdings Management, Inc. to the existing stockholders of CompoSecure. This spinoff is part of the company's strategic initiatives aimed at enhancing stockholder value. A press release detailing this decision was issued on the same date and is included as Exhibit 99.1 in the filing.
Additional details:
Title: class_of_stocks
Value: Class A Common Stock
Title: trading_symbol
Value: CMPO
Title: exchange_registered
Value: Nasdaq Global Market
Title: warrant_class
Value: Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock
Title: warrant_symbol
Value: CMPOW
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