---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-003019"
form_type: "8-K"
ticker: "GPGI"
cik: "0001823144"
company_name: "GPGI, Inc."
filed_at: "2026-01-13T23:59:59+00:00"
generated_at: "2026-05-16T10:42:06.539027+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# CompoSecure closes $7.4B Husky acquisition; rebrands to GPGI, Inc.

## Summary
- Combined company valued at $7.4B, ~11.6x 2026E Pro Forma Adj. EBITDA of ~$635M; deal >20% accretive to adj. diluted EPS.
- Issued 54.98M shares to Platinum parties and 106.06M shares to PIPE investors at $18.50/share for ~$1.96B.
- Appointed Louis Samson and Delara Zarrabi to board; dismissed Grant Thornton, appointed EY as auditor for FY2026.
- Rebranded corporate entity to GPGI, Inc.; ticker change to 'GPGI' expected Jan 23, 2026.
- Assumed ~$3.12B in Husky debt including $1B 9.000% senior secured notes; refinancing to close Jan 14.

## SEC filing metadata
- accession: 0001104659-26-003019
- form_type: 8-K
- ticker: GPGI
- cik: 0001823144
- company_name: GPGI, Inc.
- filed_at: 2026-01-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.02, 4.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/tm262889d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-003019
- JSON: https://secwatch.observer/filing/0001104659-26-003019.json
- Plain text: https://secwatch.observer/filing/0001104659-26-003019.txt

## Key facts
- Auditor Changes
  GPGI, Inc. dismissed Grant Thorton LLP as its auditor.
  - Action: dismissal
  - Auditor: Grant Thorton LLP
  source text: ommittee of the board of directors of the Company (the “Board”) (i) approved the dismissal of Grant Thorton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm and (ii) appointed Ernst & Young LLP (“EY”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Auditor Changes
  GPGI, Inc. engaged Ernst & Young LLP as its auditor.
  - Action: engagement
  - Auditor: Ernst & Young LLP
  source text: hornton”) as the Company’s independent registered public accounting firm and (ii) appointed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. Grant Thornton was previously engaged to audit the Company's consolidated financial statements for the year ending December 31, 2025. The appointment of EY does not affect Grant Thornton’s engagement for the year ended December 31, 2025. The audit reports of Grant
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Debt Financings
  GPGI, Inc. incurred term loan of $1,723.8 million aggregate principal amount outstanding under Husky’s existing U.S. dollar denominated term loan facilit with Husky at Not specified maturing Not specified.
  - Instrument: term loan
  - Principal: $1,723.8 million aggregate principal amount outstanding under Husky’s existing U.S. dollar denominated term loan facilit
  - Counterparty: Husky
  - Rate: Not specified
  - Maturity: Not specified
  - Event: incurrence
  source text: the Company assumed the indebtedness of Husky, including (i) $1,723.8 million aggregate principal amount outstanding under Husky’s existing U.S. dollar denominated term loan facility (the “Existing Husky Term Loan")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Debt Financings
  GPGI, Inc. incurred term loan of $350.0 million aggregate principal amount drawn on the Closing Date under Husky’s existing U.S. dollar denominated delay with Husky at Not specified maturing Not specified.
  - Instrument: term loan
  - Principal: $350.0 million aggregate principal amount drawn on the Closing Date under Husky’s existing U.S. dollar denominated delay
  - Counterparty: Husky
  - Rate: Not specified
  - Maturity: Not specified
  - Event: incurrence
  source text: (ii) $350.0 million aggregate principal amount drawn on the Closing Date under Husky’s existing U.S. dollar denominated delayed draw term loan facility (the “Existing Delayed Draw Term Loan"
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Debt Financings
  GPGI, Inc. incurred senior notes of $1,000.0 million aggregate principal amount of 9.000% senior secured notes due 2029 with Husky at 9.000% maturing 2029.
  - Instrument: senior notes
  - Principal: $1,000.0 million aggregate principal amount of 9.000% senior secured notes due 2029
  - Counterparty: Husky
  - Rate: 9.000%
  - Maturity: 2029
  - Event: incurrence
  source text: (iv) $1,000.0 million aggregate principal amount of 9.000% senior secured notes due 2029 (the “Existing Husky Notes")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Debt Financings
  GPGI, Inc. incurred revolving credit of $50.0 million aggregate principal amount outstanding under Husky’s existing multi-currency super priority revolving cred with Husky at Not specified maturing Not specified.
  - Instrument: revolving credit
  - Principal: $50.0 million aggregate principal amount outstanding under Husky’s existing multi-currency super priority revolving cred
  - Counterparty: Husky
  - Rate: Not specified
  - Maturity: Not specified
  - Event: incurrence
  source text: (iii) $50.0 million aggregate principal amount outstanding under Husky’s existing multi-currency super priority revolving credit facility (the “Existing Husky Revolver"
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Equity Issuances
  GPGI, Inc. issued 106,053,083 shares of Common Stock of common stock to PIPE Investors for purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion.
  - Security: common stock
  - Shares: 106,053,083 shares of Common Stock
  - Purchaser: PIPE Investors
  - Consideration: purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion
  source text: e “PIPE Investors”) in a private placement an aggregate of 106,056,083 shares of Common Stock, at a purchase price of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion. Item 1.01 Entry into a Material Definitive Agreement. Pursuant to the terms of the Transaction
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Governance Changes
  GPGI, Inc.: Amendment to Third Amended and Restated Certificate of Amendment to change company name from CompoSecure, Inc. to GPGI, Inc (effective 2026-01-22).
  - Change: charter amendment
  - Effective: 2026-01-22
  source text: On January 11, 2026, the Company Board approved a change in the Company’s name from CompoSecure, Inc. to GPGI, Inc., and an amendment to the Company’s Third Amended and Restated Certificate of Amendment to reflect the change in the Company’s name, to be effective on January 22, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- M&A Transactions
  GPGI, Inc. completed an acquisition involving Husky Technologies Limited for approximately $688.7 million in cash and 54,978,334 shares of Class A Common Stock (closed 2026-01-12).
  - Action: acquisition
  - Counterparty: Husky Technologies Limited
  - Consideration: approximately $688.7 million in cash and 54,978,334 shares of Class A Common Stock
  - Closing: 2026-01-12
  source text: On January 12, 2026 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Transaction Agreement, the Company completed its combination with Husky (the “Transaction”) for aggregate consideration of approximately $688.7 million in cash and 54,978,334 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Material Agreements
  GPGI, Inc. entered into Registration Rights Agreement with PE Holder valued at Shelf registration statement; demand and piggy-back registration rights; indemnification (effective 2026-01-13).
  - Action: entry
  - Counterparty: PE Holder
  - Value: Shelf registration statement; demand and piggy-back registration rights; indemnification
  - Effective: 2026-01-13
  source text: Pursuant to the terms of the terms of the Transaction Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the PE Holder (collectively, with each other person who has executed and delivered a joinder thereto, the "RRA Parties") which, among other things, provides that the Company will as soon as practicable file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Common Stock and certain other equity securities of the Company held by the RRA Parties.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Material Agreements
  GPGI, Inc. entered into Management Agreement with Resolute Holdings Management, Inc. valued at Quarterly management fee equal to 2.5% of last 12 months' Adjusted EBITDA; ten-year term with automa (effective 2026-01-13).
  - Action: entry
  - Counterparty: Resolute Holdings Management, Inc.
  - Value: Quarterly management fee equal to 2.5% of last 12 months' Adjusted EBITDA; ten-year term with automa
  - Effective: 2026-01-13
  source text: In connection with the closing of the Transaction, and pursuant to the terms of the existing Management Agreement, dated as of February 28, 2025, by and between Resolute Holdings and CompoSecure Holdings, L.L.C. (the "CompoSecure Management Agreement"), an indirect subsidiary of the Company that will hold, directly or indirectly, the business of Husky following the closing ("Husky Holdings"), entered into a management agreement (the "Management Agreement") with Resolute Holdings Management, Inc. ("Resolute Holdings") on the Closing Date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Material Agreements
  GPGI, Inc. terminated Fourth Amended and Restated Credit Agreement with CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., Lenders, JPMorgan Chase Bank, N.A. valued at Repaid all loans and terminated all credit commitments outstanding under $330.0 million credit facil (effective 2026-01-13).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., Lenders, JPMorgan Chase Bank, N.A.
  - Value: Repaid all loans and terminated all credit commitments outstanding under $330.0 million credit facil
  - Effective: 2026-01-13
  source text: Concurrently with the closing of the Transaction, the Company repaid all loans and terminated all credit commitments outstanding under that certain Fourth Amended and Restated Credit Agreement (the "Credit Agreement"), dated August 7, 2024, as amended by the Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Limited Waiver, dated December 30, 2024, by and among CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., the Lenders (as defined therein) party thereto and JPMorgan Chase Bank, N.A., which provided for a credit facility of $330.0 million, comprising of a term loan of $200.0 million and a revolving credit facility of $130.0 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Material Agreements
  GPGI, Inc. entered into Investor Rights Agreement with PE Titan CS Holdings L.P. valued at Right to nominate board members; lock-up of 90 days; freely pursue business opportunities (effective 2026-01-13).
  - Action: entry
  - Counterparty: PE Titan CS Holdings L.P.
  - Value: Right to nominate board members; lock-up of 90 days; freely pursue business opportunities
  - Effective: 2026-01-13
  source text: Pursuant to the terms of the Transaction Agreement, on the Closing Date, the Company entered into an Investor Rights Agreement (the "Investor Rights Agreement") with PE Titan CS Holdings L.P., an affiliate of Platinum (the "PE Holder").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm
- Material Agreements
  GPGI, Inc. entered into Amendment to Amended and Restated Waiver Agreement with Resolute Compo Holdings LLC, Tungsten 2024 LLC valued at Board size increase to allow PE Holder nomination rights (effective 2026-01-13).
  - Action: entry
  - Counterparty: Resolute Compo Holdings LLC, Tungsten 2024 LLC
  - Value: Board size increase to allow PE Holder nomination rights
  - Effective: 2026-01-13
  source text: In connection with the closing of the Transaction, on the Closing Date, Resolute Compo Holdings LLC, Tungsten 2024 LLC and the Company entered into an amendment (the "Amendment") to the Amended and Restated Waiver Agreement, dated as of July 12, 2025, between such parties, pursuant to which the parties agreed that in the event the Company Board rescinds the Board Size Requirement Waiver (as defined therein), the Company Board will adopt resolutions increasing the size of the Board to allow the PE Holder to continue to exercise its nomination rights under the Investor Rights Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823144/000110465926003019/0001104659-26-003019-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.