COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Entry into a Material Definitive Agreement

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COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement
On June 19, 2017, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company and, together
with the Trust, CODI), together with Compass Group Management
LLC, entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated
and UBS Securities LLC (together, the Underwriters) to issue and
sell (the Offering) 4,000,000 of the Trusts 7.250% Series A
Preferred Shares with a liquidation preference of $25.00 per
share (the Series A Preferred Shares), and, at the option of the
Underwriters, up to an additional 600,000 Series A Preferred
Shares to cover over-allotments. The Offering is expected to
close on June 28, 2017. The Underwriting Agreement contains
certain customary representations, warranties and agreements by
CODI, conditions to closing, indemnification rights and
obligations of the parties and termination provisions.
The Offering is being made to a shelf registration statement on
Form S-3 (Registration No. 333-214949) filed with the Securities
and Exchange Commission on December 7, 2016 (the Registration
Statement), a base prospectus, dated December 7, 2016, included
as part of the Registration Statement, and a prospectus
supplement, dated June 19, 2017 and filed with the Securities and
Exchange Commission on June 19, 2017. The Underwriting Agreement
is attached hereto as Exhibit 1.1 and is incorporated herein by
reference. The foregoing description of the terms of the
Underwriting Agreement is qualified in its entirety by reference
to such exhibit.
Section 8 Other Events
Item 8.01 Other Events
On June 19, 2017, CODI announced that it priced a $100 million
public offering of the Trusts Series A Preferred Shares. The
closing is expected to occur on or about June 28, 2017, subject
to customary closing conditions. A copy of the press release
announcing the pricing of the underwritten public offering is
furnished herewith as Exhibit 99.1 to this Current Report on Form
8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

1.1
Underwriting Agreement, dated as of June 19, 2017,
among the Company, the Trust, Compass Group Management
LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated
and UBS Securities LLC
99.1
Press Release of CODI dated June 19, 2017
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.
Date: June 20, 2017
COMPASS DIVERSIFIED HOLDINGS
By:
/s/ Ryan J. Faulkingham
Ryan J. Faulkingham
Regular Trustee



Compass Group Diversified Holdings LLC Exhibit
EX-1.1 2 ex11-underwritingagreement.htm EXHIBIT 1.1 Exhibit COMPASS DIVERSIFIED HOLDINGS COMPASS GROUP DIVERSIFIED HOLDINGS LLC4,…
To view the full exhibit click here
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).

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