Compass Minerals International Inc 8-K, filed Jul 1, 2021
Compass Minerals International Inc (CMP)
8-K
2021-07-01
For: 2021-07-01
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on July 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): July 1, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(913 ) 344-9200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 1, 2021 (the “Closing Date”), Compass Minerals do Brasil Ltda., a Brazil limited liability company (“Compass Minerals Brazil”), which is a subsidiary of Compass Minerals International, Inc. (the “Company”), completed the previously announced sale (the “Transaction”) of 100% of the issued and outstanding quotas of Compass Minerals América do Sul Indústria e Comércio Ltda., a Brazilian limited liability company and subsidiary of the Company (the “Target”), to a subsidiary of ICL Group Ltd.
On the Closing Date, Compass Minerals Brazil received total compensation of R$2,162 million Brazilian reais, comprised of a cash payment of R$1,628 million Brazilian reais including R$63 million in certain working capital adjustments and an adjustment for outstanding net debt of the Target of R$534 million Brazilian reais. In addition, in accordance with and subject to the terms of that certain quotas purchase and sale agreement for the Transaction (the “Purchase Agreement”), which was filed by the Company as part of its Current Report on Form 8-K on March 24, 2021 (the “Transaction 8-K”), Compass Minerals Brazil may receive an additional earn-out payment of up to R$88 million Brazilian reais in 2022, if the Target achieves certain full-year 2021 EBITDA performance targets as compared to full-year 2020 EBITDA. As part of the Transaction, the parties also entered into a reverse transition services agreement on the Closing Date and intellectual property licenses. For further information about the Transaction, please refer to the Transaction 8-K.
Item 8.01 Other Events.
On July 1, 2021, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b) The Company intends to amend this Current Report on Form 8-K to file any pro forma financial information required by Item 9.01(b) of Form 8-K within the permitted timeframe.
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: July 1, 2021 | By: | /s/ James D. Standen | ||||||
Name: James D. Standen | ||||||||
Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
FOR IMMEDIATE RELEASE
Compass Minerals Completes Sale of South America Specialty Plant Nutrition Business
Sale Process Ongoing for South America Chemicals Business
OVERLAND PARK, Kan. (July 1, 2021) - Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced it has completed the sale of the company’s South America specialty plant nutrition business to a subsidiary of ICL Group. The successful transaction represents a significant step in Compass Minerals’ prioritization of core assets and, by strengthening its balance sheet, enhances the company’s ability to pursue potential strategic growth opportunities.
Compass Minerals received upon closing gross sale proceeds of R$2.16 billion or approximately $432 million based on current exchange rates, comprised of a cash payment of approximately $325 million including $12 million in working capital adjustments, and an additional $107 million in net debt assumed by ICL. Compass Minerals is also eligible for an additional payment of up to approximately R$88 million in 2022, assuming the maximum amount of earn-out consideration. As previously announced, the company intends to use proceeds from the sale primarily to pay down debt.
The company’s South America chemicals business was not included in this completed transaction and that prior-announced sale process is ongoing.
About Compass Minerals
Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Its salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial and agricultural applications. And its plant nutrition business manufactures products that improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, its specialty chemical business serves the water treatment industry and other industrial processes. The company operates 16 production and packaging facilities with more than 2,000 employees throughout the U.S., Canada, Brazil and the U.K. Visit compassminerals.com for more information about the company and its products.
About ICL
ICL Group LTD is a leading global specialty minerals and chemicals company that creates impactful solutions for humanity's sustainability challenges in global food, agriculture, and industrial markets. ICL leverages its unique bromine, potash and phosphate resources, its passionate team of talented employees, and its strong focus on R&D and technological innovation to drive growth across its end markets. ICL shares are dually listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs over 11,000 people worldwide, and its 2020 revenues totaled approximately $5.0 billion.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about growth opportunities and use of proceeds. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. We use words such as “may,” “would,” “could,” “should,” “will,” “likely,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “forecast,” “outlook,” “project,” “estimate” and similar expressions suggesting future outcomes or events to identify forward-looking statements or forward-looking information. These statements are based on the company’s current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors, including without limitation (i) impacts of the COVID-19 pandemic, (ii) weather conditions, (ii) pressure on prices and impact from competitive products, (iv) foreign exchange rates and the cost and availability of transportation for the distribution of the company’s products, (v) any inability by the company to successfully implement its strategic priorities or its cost-saving or enterprise optimization initiatives, and (vi) the timing and the outcome of the sale process for the company’s South America chemicals business. For further information on these and other risks and uncertainties that may affect the company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments, except as required by law. Because it is not possible to predict or identify all such factors, this list cannot be considered a complete set of all potential risks or uncertainties.
| Media Contact | Investor Contact | ||||
| Rick Axthelm | Douglas Kris | ||||
| SVP and Chief Public Affairs Officer | Senior Director of Investor Relations | ||||
| +1.913.344.9198 | +1.917.797.4967 | ||||
| MediaRelations@compassminerals.com | krisd@compassminerals.com | ||||