COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Regulation FD Disclosure
Item 9.01Regulation FD Disclosure

On February 15, 2018, Compass Group Diversified Holdings LLC (the “Company”) and Compass Diversified Holdings (“Holdings” and, together with the Company, collectively “CODI,” “us” or “we”) issued a press release announcing the closing (the “Closing”), on February 15, 2018, of the previously announced transaction, whereby, FFI Compass, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), acquired all of the issued and outstanding capital stock of Foam Fabricators, Inc., a Delaware corporation (“Foam Fabricators”), to a Stock Purchase Agreement, dated January 18, 2018, by and between Acquisition Sub and Warren F. Florkiewicz (the “Stock Purchase Agreement”). A copy of the press release is attached as Exhibit 99.1 hereto.

The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is incorporated by reference herein. The information in this Item 9.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing.

Section 8Other Events

Item 9.01Other Events

CODI acquires and manages small to middle market businesses in the ordinary course of its business. The following description relates to the recent acquisition of one such business.

Foam Fabricators, Inc.

On February 15, 2018 (the “Closing Date”), Acquisition Sub completed the acquisition of all of the issued and outstanding capital stock of Foam Fabricators to the Stock Purchase Agreement (the “Transaction”). Upon the completion of the Transaction Foam Fabricators became a wholly owned subsidiary of Acquisition Sub and an indirect subsidiary of the Company. The Company paid a purchase price of approximately $247.5 million, before working capital and certain other adjustments at the Closing (the “Purchase Price”) in connection with the Transaction. The Company funded the Purchase Price through a draw on its revolving credit facility. The Company’s initial equity ownership in Acquisition Sub will be approximately 50% on a primary and 92% on a fully diluted basis.

Concurrent with the Closing, the Company provided a credit facility to Foam Fabricators, as borrower, and its wholly owned subsidiary, Foam Fab, Inc., a Delaware corporation (“Foam Fab”), as co-borrower, to which a secured revolving loan commitment and secured term loan were made available to Foam Fabricators and Foam Fab, as borrower and co-borrower respectively (the “Foam Fab Credit Agreement”). The initial amount outstanding under these facilities on the Closing Date was approximately $115.0 million. The loans advanced under the Foam Fab Credit Agreement to Foam Fabricators and Foam Fab are guaranteed by Acquisition Sub, Foam Fabricators and Foam Fab (collectively, the “Guarantors”) and are secured by security interests in substantially all the assets and properties of the Guarantors, including a pledge by Acquisition Sub of all of the equity interests in Foam Fabricators and a pledge by Foam Fabricators of all of the equity interests in Foam Fab, the primary operating subsidiary of the business. In addition to being similar to the terms and conditions of the credit facilities in place with its existing subsidiary businesses, the Company believes that the agreed terms of the loans are fair and reasonable given the leverage and risk profile of Foam Fabricators and its subsidiaries.

The foregoing brief description of the Transaction is not meant to be exhaustive and is qualified in its entirety by, the full text of the Stock Purchase Agreement, which is incorporated herein by reference to Exhibit 99.1 to Holdings’ Current Report on Form 8-K filed on January 18, 2018 and the Company’s Current Report on Form 8-K filed on January 18, 2018.

Section 9 Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(a) Financial statements of the businesses acquired

To the extent required by this item, historical financial statements for the Transaction referenced inItem 9.01above will be filed in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date of this report is due.

(b) Pro forma financial information

To the extent required by this item, pro forma financial information relating to the Transaction referenced inItem 9.01above will be filed in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date of this report is due.

(d)Exhibits.

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.

Compass Group Diversified Holdings LLC Exhibit
EX-99.1 2 foamfabricatorsclosingpres.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Compass Diversified HoldingsRyan J. FaulkinghamChief Financial [email protected] Investor Relations and Media Contact:The IGB Group Leon Berman / Scott Eckstein212.477.8438 / [email protected] / [email protected] Diversified Holdings Closes Acquisition of Foam FabricatorsWestport,…
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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).