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

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

On February 27, 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 26, 2018, of the previously announced transaction, whereby, one of CODI’s existing portfolio companies, Sterno Products, LLC, a Delaware limited liability company (“Sterno”), acquired all of the issued and outstanding capital stock of Rimports, Inc., a Utah corporation (“Rimports”), to a Stock Purchase Agreement, dated January 23, 2018 (the “Stock Purchase Agreement”), by and among Sterno and Jeffery W. Palmer, individually and in his capacity as Seller Representative, the Jeffery Wayne Palmer Dynasty Trust dated December 26, 2011, the Angela Marie Palmer Irrevocable Trust dated December 26, 2011, the Angela Marie Palmer Charitable Lead Trust, the Fidelity Investments Charitable Gift Fund, the TAK Irrevocable Trust dated June 7, 2012, and the SAK Irrevocable Trust dated June 7, 2012. 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 add-on acquisition of a business by one of CODI’s existing portfolio companies, Sterno.

Rimports, Inc.

On February 26, 2018, Sterno completed the acquisition of all of the issued and outstanding capital stock of Rimports to the Stock Purchase Agreement (the “Transaction”). Upon the completion of the Transaction Rimports became a wholly owned subsidiary of Sterno and an indirect subsidiary of the Company. Sterno paid a purchase price of approximately $145 million (excluding working capital adjustments and a potential earn-out payment of up to $25 million based on future financial performance) (the “Purchase Price”). The Company funded the Purchase Price through a draw on its revolving credit facility. Sterno’s equity ownership in Rimports will be 50% on a primary basis.

Concurrent with the Closing, Sterno, as Borrower, The Sterno Group LLC, as Co-Borrower, and the Company, as Lender (collectively, the “Credit Parties”), entered into an amendment to the intercompany credit agreement by and among Credit Parties, originally dated October 10, 2014 (as amended, the “Sterno Credit Agreement”) to provide for the advance of additional term loans in the aggregate amount of $136,000,000 (both senior and subordinate) and revolving loans in the amount of $10,000,000, to in part, fund the Transaction (the “Amendment”). As a condition precedent to the execution of the Amendment, Rimports was joined as a guarantor to the Guarantee and Collateral Agreement, by and among the Credit Parties, and certain other guarantors thereto, originally dated October 10, 2014, which secures the obligations of Sterno and The Sterno Group LLC under the Sterno Credit Agreement. The Company believes that the agreed terms of Sterno Credit Agreement are fair and reasonable given the leverage and risk profile of Sterno 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 24, 2018 and the Company’s Current Report on Form 8-K filed on January 24, 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 ExhibitEX-99.1 2 rimportsclosingpressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Compass Diversified HoldingsRyan J. FaulkinghamChief Financial Officer203.221.1703ryan@compassequity.com Investor Relations and Media Contact:The IGB Group Leon Berman / Scott Eckstein212.477.8438 / 212.477.8261lberman@igbir.com / seckstein@igbir.comCompass Diversified Holdings Subsidiary,…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).