COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Material Modification to Rights of Security Holders
Item3.03Material Modification to Rights of Security Holders
On November30, 2016, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company) (NYSE: CODI)
(collectively CODI) held a Special Meeting of Shareholders (the
Special Meeting). At the Special Meeting, the shareholders of the
Trust voted to approve amendments to the Amended and Restated
Trust Agreement, as amended through the date of the Special
Meeting (the Trust Agreement), of the Trust to authorize the
board of directors of the Company (the Board) to create classes
or series of, and to issue up to 50,000,000, preferred shares of
the Trust with such terms as may be designated and approved by
the Board, without further approval of the shareholders,
including amendments to Sections 2.4, 3.1, 5.6, and 10.2 and the
new definitions added in Section 1.1(b) of the Trust Agreement.
The Board also previously approved other amendments to the Trust
Agreement to incorporate certain updates of tax-related
provisions and other technical or clean-up changes. Following
the Special Meeting, the Company, as sponsor, BNY Mellon Trust of
Delaware, as Delaware trustee, and Alan B. Offenberg and Ryan J.
Faulkingham, as regular trustees, entered into the Second Amended
and Restated Trust Agreement of the Trust (the Amended Trust
Agreement), which reflects the above amendments, effective
December6, 2016. The Amended Trust Agreement is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
The shareholders
also voted at the Special Meeting to approve amendments to the
Fourth Amended and Restated Operating Agreement (the LLC
Agreement) of the Company to authorize the Board to create
classes or series of, and to issue up to 50,000,000, trust
preferred interests in the Company with such terms as may be
designated and approved by the Board, without further approval of
the members of the Company (other than in certain circumstances,
the allocation member of the Company), including amendments to
Sections 1.3, 2.5, 3.1(a), 5.1, 14.1(i) and (ii), and Articles 10
and 12 of the LLC Agreement. The Board also previously approved
other amendments to the LLC Agreement to incorporate certain
updates of tax-related provisions and other technical or clean-up
changes. Following the Special Meeting, the Board further
approved additional, clean-up amendments to the LLC Agreement
and, thereafter, the Trust, as the holder of all trust interests
of the Company, and Sostratus LLC, as the holder of all
allocation interest of the Company, entered into the Fifth
Amended and Restated Operating Agreement of the Company (the
Amended LLC Agreement), which reflects the above amendments,
effective December6, 2016. The Amended LLC Agreement is attached
hereto as Exhibit 3.2 and is incorporated herein by
reference.
Item5.03Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year
The information
set forth in Item 3.03 above is incorporated herein in its
entirety.
Item9.01Financial
Statements and Exhibits
(d)Exhibits
3.1Second Amended
and Restated Trust Agreement of the Trust
3.2Fifth Amended
and Restated Operating Agreement of the Company
to the
requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: December7, 2016 |
COMPASSDIVERSIFIEDHOLDINGS |
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By: |
/s/ Ryan J. Faulkingham |
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Ryan J. Faulkingham |
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Regular Trustee |
About COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI)
Compass Diversified Holdings (the Trust) and Compass Group Diversified Holdings, LLC, (the Company), acquires and manages a group of small and middle-market businesses. The Company’s segments include The Ergo Baby Carrier, Inc. (Ergobaby), Liberty Safe and Security Products, Inc. (Liberty Safe or Liberty), Fresh Hemp Foods Ltd. (Manitoba Harvest), Compass AC Holdings, Inc. (ACI or Advanced Circuits), AMT Acquisition Corporation (Arnold or Arnold Magnetics), Clean Earth Holdings, Inc. (Clean Earth), Candle Lamp Company, LLC (Sterno or Sterno Products) and Tridien Medical, Inc. (Tridien). The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (FOX). Compass Group Management LLC, (CGM or the Manager), manages the day-to-day operations of the Company, and oversees the management and operations of its businesses pursuant to a management services agreement (MSA). COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Recent Trading Information
COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) closed its last trading session up +0.40 at 19.30 with 109,278 shares trading hands.
