8-K
filed February 28, 2025, 6:59 PM ET
ticker RHLD
CIK 0002039497
other material
confidence high
sentiment neutral
materiality 0.70
Resolute Holdings Management, Inc. (RHLD): M&A transaction — Resolute Holdings completes spin-off from CompoSecure; management fee set at 2.5% of Adj. EBITDA
Resolute Holdings Management, Inc.
- Spin-off completed Feb 28, 2025; CompoSecure distributed 1 share of RHLD for every 12 shares of CMPO common stock held.
- RHLD manages CompoSecure day-to-day under a 10-year Management Agreement; quarterly fee = 2.5% of CompoSecure Holdings' trailing 12-month Adjusted EBITDA.
- Management Agreement has 10-year initial term (auto-renew) and termination fee: greatest of perpetuity FMV, NPV of perpetuity, or 4x trailing 24-month fee.
- Board of 10 directors appointed with classified terms (Class I, II, III); committee chairs include DeAngelo (Audit), Fradin (Compensation), James (Nominating).
- Registration Rights Agreement grants Resolute Compo Holdings demand and piggyback registration rights for RHLD shares.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark James was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Galant was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Krishna Mikkilineni was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph J. DeAngelo was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roger B. Fradin was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas R. Knott was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian F. Hughes was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David M. Cote was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jane J. Thompson was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Cote was appointed as Director at Resolute Holdings Management, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
on or prior to February 28, 2025, the persons set forth in the table below assumed their positions as directors on our board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Resolute Holdings Management, Inc. completed a disposition involving CompoSecure, Inc. (closed 2025-02-28).
- Action
- disposition
- Counterparty
- CompoSecure, Inc.
- Closing
- 2025-02-28
Exact text from the filing
On February 28, 2025 (the "Distribution Date"), at 12:01 a.m. New York City time, CompoSecure, Inc. ("CompoSecure") completed the previously announced distribution of all shares of the common stock of Resolute Holdings Management, Inc.
View on SEC.gov
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