Compass Minerals buys remaining 55% of Fortress for $26M cash + up to $28M milestones + earn-outs

COMPASS MINERALS INTERNATIONAL INC

Paid ~$26M cash for the 55% interest it did not already own; total ownership now 100%.
Up to $28M in milestone payments (cash or stock) plus earn-out of $0.30/gal for 10 years contingent on EBITDA thresholds.
Fortress recently secured a USFS contract to supply up to five mobile air tanker bases for the 2023 fire season.
Fortress holds patented MgCl2-based retardants on USFS Qualified Product List; CEO Robert Burnham remains.
Compass previously owned 45% since Jan 2022; deal closed on May 5, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

COMPASS MINERALS INTERNATIONAL INC entered into Membership Interest Purchase Agreement with Fortress North America, LLC, FRS Group LLC, and certain sellers valued at approximately $26 million (effective 2023-05-05).

Action: entry
Agreement: asset purchase
Counterparty: Fortress North America, LLC, FRS Group LLC, and certain sellers
Value: approximately $26 million
Effective: 2023-05-05

Exact text from the filing

On May 5, 2023, Compass Minerals International, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Fortress North America, LLC (“FNA”), FRS Group LLC (“FRS”, and together with FNA, “Fortress”) and those persons set forth on Exhibit A and Exhibit B attached thereto (collectively, the “Sellers”), pursuant to which the Company purchased the remaining membership interests of FNA and FRS not previously owned by the Company, which represented approximately 55% of the ownership of Fortress (the “Transaction”).

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COMPASS MINERALS INTERNATIONAL INC filing history →

Source: SEC EDGAR

accession 0001227654-23-000111

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