cmp-202204200001227654false00012276542022-04-202022-04-20
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): April 20, 2022
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-31921 | 36-3972986 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
9900 West 109th Street
Suite 100
Overland Park, KS 66210
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | CMP | | The New York Stock Exchange |
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.
☐
Item 8.01 Other Events.
On April 20, 2022, Compass Minerals International, Inc. issued a press release announcing that it has completed the sale of its South America chemicals business. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Exhibit Description |
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| 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.
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| COMPASS MINERALS INTERNATIONAL, INC. |
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Date: April 20, 2022 | By: | /s/ Lorin Crenshaw |
| | Name: Lorin Crenshaw |
| | Title: Chief Financial Officer |
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DocumentFOR IMMEDIATE RELEASE
Compass Minerals Completes Sale of South America Chemicals Business
OVERLAND PARK, Kan. (April 20, 2022) - Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced it has completed the sale of the company’s South America chemicals business to a subsidiary of Cape Acquisitions LLC. The sale includes all remaining Compass Minerals operations in Brazil, concluding the company’s previously announced plan to exit the South American market.
“We are pleased to have taken this final step in our Brazil sale process, further optimizing our asset base and enabling additional debt reduction,” said Kevin S. Crutchfield, president and CEO. “Our board and senior management team remain acutely focused on maximizing value within our core Salt and Plant Nutrition businesses, while strategically pursuing organic opportunities to accelerate the growth of our essential minerals portfolio into adjacent markets.”
Upon closing of the all-cash transaction, Compass Minerals received gross sale proceeds of approximately R$236 million, or $51 million based on current exchange rates, subject to a post-closing adjustment. The company intends to use the proceeds from the sale to pay down debt.
J.P. Morgan Securities LLC acted as exclusive financial advisor to Compass Minerals in connection with the sale.
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. The company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition products help improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, the company is pursuing development of a sustainable lithium brine resource to support the North American battery market and is a minority owner of Fortress North America, a next-generation fire retardant company. Compass Minerals operates 12 production and packaging facilities with nearly 2,000 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.
About Cape Acquisitions LLC
Cape is an investor in the chemical industry that looks for strategic acquisition opportunities around the globe. The company has signed a management agreement with a subsidiary of Chlorum Solutions LLC, an established player in the chlor-alkali industry in Latin America. Chlorum offers an alternative approach to the supply chain by operating small-scale plants located close to centers of demand and has a strong focus on bringing positive environmental and social impacts to all its operating plants.
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 the company's ability to optimize its asset base, reduce debt, maximize value, pursue opportunities and accelerate growth and its use of proceeds. 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 those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. 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.
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| Media Contact | Investor Contact |
| Rick Axthelm | Douglas Kris |
| Chief Public Affairs and Sustainability Officer | Senior Director of Investor Relations |
| +1.913.344.9198 | +1.917.797.4967 |
| MediaRelations@compassminerals.com | krisd@compassminerals.com |
