COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The information set forth below under Item 3.03 of this Current
Report on Form 8-K is hereby incorporated by reference into this
Item 1.01.
Report on Form 8-K is hereby incorporated by reference into this
Item 1.01.
Item 3.03 Material Modification to Rights of Security Holders
On June 28, 2017, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company and, together
with the Trust, CODI) issued 4,000,000 of the Trusts 7.250%
Series A Preferred Shares (the Series A Preferred Shares) to a
previously announced underwritten public offering. Each Series A
Preferred Share corresponds to one underlying 7.250% Series A
Trust Preferred Interest (the Series A Trust Preferred Interest)
of the Company that was issued simultaneously to the Trust.
Compass Group Diversified Holdings LLC (the Company and, together
with the Trust, CODI) issued 4,000,000 of the Trusts 7.250%
Series A Preferred Shares (the Series A Preferred Shares) to a
previously announced underwritten public offering. Each Series A
Preferred Share corresponds to one underlying 7.250% Series A
Trust Preferred Interest (the Series A Trust Preferred Interest)
of the Company that was issued simultaneously to the Trust.
On June 28, 2017, in connection with the issuance of the Series A
Preferred Shares and the Series A Trust Preferred Interests, CODI
executed a share designation (the Share Designation) and a trust
interest designation (the Trust Interest Designation) to create
and fix the rights, preferences and powers of the Series A
Preferred Shares and the Series A Trust Preferred Interests,
respectively. Each of the Share Designation, which constitutes
part of the Second Amended and Restated Trust Agreement of the
Trust, and the Trust Interest Designation, which constitutes part
of the Fifth Amended and Restated Operating Agreement of the
Company, became effective on June 28, 2017.
Preferred Shares and the Series A Trust Preferred Interests, CODI
executed a share designation (the Share Designation) and a trust
interest designation (the Trust Interest Designation) to create
and fix the rights, preferences and powers of the Series A
Preferred Shares and the Series A Trust Preferred Interests,
respectively. Each of the Share Designation, which constitutes
part of the Second Amended and Restated Trust Agreement of the
Trust, and the Trust Interest Designation, which constitutes part
of the Fifth Amended and Restated Operating Agreement of the
Company, became effective on June 28, 2017.
When, as and if declared by the board of directors of the
Company, distributions on the Series A Preferred Shares will be
payable quarterly on January 30, April 30, July 30 and October 30
of each year, beginning October 30, 2017, at a rate per annum
equal to 7.250%. Distributions on the Series A Preferred Shares
are non-cumulative.
Company, distributions on the Series A Preferred Shares will be
payable quarterly on January 30, April 30, July 30 and October 30
of each year, beginning October 30, 2017, at a rate per annum
equal to 7.250%. Distributions on the Series A Preferred Shares
are non-cumulative.
Unless distributions have been declared and paid or declared and
set apart for payment on the Series A Preferred Shares for a
quarterly distribution period, during the remainder of that
distribution period the Trust may not repurchase any common
shares or junior shares and the Trust may not declare or pay or
set apart payment for distributions on any common shares or
junior shares for the remainder of that distribution period,
other than distributions paid in junior shares or options,
warrants or rights to subscribe for or purchase junior shares.
These restrictions are not applicable during the initial
distribution period, which is the period from the original issue
date to but excluding October 30, 2017.
set apart for payment on the Series A Preferred Shares for a
quarterly distribution period, during the remainder of that
distribution period the Trust may not repurchase any common
shares or junior shares and the Trust may not declare or pay or
set apart payment for distributions on any common shares or
junior shares for the remainder of that distribution period,
other than distributions paid in junior shares or options,
warrants or rights to subscribe for or purchase junior shares.
These restrictions are not applicable during the initial
distribution period, which is the period from the original issue
date to but excluding October 30, 2017.
The Company, at its option, may cause the Trust to redeem the
Series A Preferred Shares, in whole or in part, at any time on or
after July 30, 2022 at a price of $25.00 per Series A Preferred
Share, plus declared and unpaid distributions to, but excluding,
the redemption date, without payment of any undeclared
distributions. Holders of the Series A Preferred Shares will have
no right to require the redemption of the Series A Preferred
Shares.
Series A Preferred Shares, in whole or in part, at any time on or
after July 30, 2022 at a price of $25.00 per Series A Preferred
Share, plus declared and unpaid distributions to, but excluding,
the redemption date, without payment of any undeclared
distributions. Holders of the Series A Preferred Shares will have
no right to require the redemption of the Series A Preferred
Shares.
If a Tax Redemption Event (as defined in the Trust Interest
Designation) occurs prior to July 30, 2022, the Company, at its
option, may cause the Trust to redeem the Series A Preferred
Shares, in whole but not in part, upon at least 30 days notice,
within 60 days of the occurrence of such Tax Redemption Event,
out of funds received by the Trust on the corresponding Series A
Trust Preferred Interests and legally available therefor, at a
price of $25.25 per Series A Preferred Share, plus declared and
unpaid distributions to, but excluding, the redemption date,
without payment of any undeclared distributions.
Designation) occurs prior to July 30, 2022, the Company, at its
option, may cause the Trust to redeem the Series A Preferred
Shares, in whole but not in part, upon at least 30 days notice,
within 60 days of the occurrence of such Tax Redemption Event,
out of funds received by the Trust on the corresponding Series A
Trust Preferred Interests and legally available therefor, at a
price of $25.25 per Series A Preferred Share, plus declared and
unpaid distributions to, but excluding, the redemption date,
without payment of any undeclared distributions.
If a Fundamental Change (as defined in the Share Designation)
occurs, unless, prior to or concurrently with the time the board
of directors of the Company is required to cause the Trust to
make an offer to repurchase the Series A Preferred Shares, the
board of directors of the Company has caused the Company to
provide a redemption notice with respect to all of the
outstanding Series A Preferred Shares, the board of directors of
the Company will cause the Trust to make an offer to repurchase
the Series A Preferred Shares, out of funds received by the Trust
on the corresponding Series A Trust Preferred Interests, at a
purchase price of $25.25 per Series A Preferred Share, plus
declared and unpaid distributions to, but excluding, the date of
purchase, without payment of any undeclared distributions. If (i)
a Fundamental Change occurs and (ii) CODI does not give notice
prior to the 31st day following the Fundamental Change to
repurchase or redeem all the outstanding Series A Preferred
Shares, the distribution rate per annum on the Series A Preferred
Shares will increase by 5.00%, beginning on the 31st day
following such Fundamental Change. Following any such increase in
the distribution rate per annum, CODI will be under no further
obligation to offer to repurchase or redeem any Series A
Preferred Shares.
occurs, unless, prior to or concurrently with the time the board
of directors of the Company is required to cause the Trust to
make an offer to repurchase the Series A Preferred Shares, the
board of directors of the Company has caused the Company to
provide a redemption notice with respect to all of the
outstanding Series A Preferred Shares, the board of directors of
the Company will cause the Trust to make an offer to repurchase
the Series A Preferred Shares, out of funds received by the Trust
on the corresponding Series A Trust Preferred Interests, at a
purchase price of $25.25 per Series A Preferred Share, plus
declared and unpaid distributions to, but excluding, the date of
purchase, without payment of any undeclared distributions. If (i)
a Fundamental Change occurs and (ii) CODI does not give notice
prior to the 31st day following the Fundamental Change to
repurchase or redeem all the outstanding Series A Preferred
Shares, the distribution rate per annum on the Series A Preferred
Shares will increase by 5.00%, beginning on the 31st day
following such Fundamental Change. Following any such increase in
the distribution rate per annum, CODI will be under no further
obligation to offer to repurchase or redeem any Series A
Preferred Shares.
The terms of the Series A Trust Preferred Interests are designed
to mirror those of the Series A Preferred Shares.
to mirror those of the Series A Preferred Shares.
The description of the terms of the Series A Preferred Shares and
corresponding Series A Trust Preferred Interests in this Item
3.03 is qualified in its entirety by reference to the Share
Designation, the form of 7.250% Series A Preferred Share
certificate and the Trust Interest Designation, which are
included as Exhibits 3.1, 4.1 and 3.2, respectively, to this
Current Report on Form 8-K and are incorporated by reference
herein.
corresponding Series A Trust Preferred Interests in this Item
3.03 is qualified in its entirety by reference to the Share
Designation, the form of 7.250% Series A Preferred Share
certificate and the Trust Interest Designation, which are
included as Exhibits 3.1, 4.1 and 3.2, respectively, to this
Current Report on Form 8-K and are incorporated by reference
herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
Change in Fiscal Year
The information set forth above under Item 3.03 of this Current
Report on Form 8-K is hereby incorporated by reference into this
Item 5.03.
Report on Form 8-K is hereby incorporated by reference into this
Item 5.03.
Item 8.01 Other Events
On June 28, 2017, CODI closed the sale of 4,000,000 of the Trusts
Series A Preferred Shares. The Series A Preferred Shares offered
by CODI were registered under the Securities Act of 1933, as
amended, to a Registration Statement on Form S-3 (Registration
No. 333- 214949) (the Registration Statement). The offer and sale
of the Series A Preferred Shares are described in CODIs
prospectus dated December 7, 2016, constituting a part of the
Registration Statement, as supplemented by a prospectus
supplement dated June 19, 2017. The following documents are being
filed with this Current Report on Form 8-K and shall be
incorporated by reference into the Registration Statement: (i)
validity opinions with respect to the Series A Preferred Shares
and their underlying Series A Trust Preferred Interests of the
Company; and (ii) tax opinion with respect to the Series A
Preferred Shares.
Series A Preferred Shares. The Series A Preferred Shares offered
by CODI were registered under the Securities Act of 1933, as
amended, to a Registration Statement on Form S-3 (Registration
No. 333- 214949) (the Registration Statement). The offer and sale
of the Series A Preferred Shares are described in CODIs
prospectus dated December 7, 2016, constituting a part of the
Registration Statement, as supplemented by a prospectus
supplement dated June 19, 2017. The following documents are being
filed with this Current Report on Form 8-K and shall be
incorporated by reference into the Registration Statement: (i)
validity opinions with respect to the Series A Preferred Shares
and their underlying Series A Trust Preferred Interests of the
Company; and (ii) tax opinion with respect to the Series A
Preferred Shares.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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3.1
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Share Designation of Compass Diversified Holdings with
respect to Series A Preferred Shares |
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3.2
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Trust Interest Designation of Compass Diversified
Holdings LLC with respect to Series A Trust Preferred Interests |
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4.1
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Form of 7.250% Series A Preferred Share Certificate.
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5.1
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Legality Opinion of Richards, Layton Finger, P.A. as to
the Trust. |
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5.2
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Legality Opinion of Richards, Layton Finger, P.A. as to
the Company. |
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8.1
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Opinion of Squire Patton Boggs (US) LLP regarding
certain tax matters. |
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23.1
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Consent of Richards, Layton Finger , P.A. (contained in
Exhibits 5.1 and 5.2 hereto). |
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23.2
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Consent of Squire Patton Boggs (US) LLP (contained in
Exhibit 8.1 hereto). |
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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.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: June 28, 2017
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COMPASS DIVERSIFIED HOLDINGS
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By:
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/s/ Ryan J. Faulkingham
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Ryan J. Faulkingham
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Regular Trustee
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Compass Group Diversified Holdings LLC ExhibitEX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1COMPASS DIVERSIFIED HOLDINGS SHARE DESIGNATIONOF SERIES A PREFERRED SHARES(no par value per share) Compass Diversified Holdings (the “Trust”),…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).
