UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2021
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
Delaware | 001-34927 | 57-6218917 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
Delaware | 001-34926 | 20-3812051 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
301 Riverside Avenue
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Shares representing beneficial interests in Compass Diversified Holdings | CODI | New York Stock Exchange | ||
Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings | CODI PR A | New York Stock Exchange | ||
Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings | CODI PR B | New York Stock Exchange | ||
Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings | CODI PR C | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Section 1 Registrant’s Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement |
On September 7, 2021, 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 At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Goldman Sachs & Co. LLC (“Goldman”), pursuant to which CODI may sell common shares of the Trust having an aggregate offering price of up to $500 million (the “Shares”), from time to time through B. Riley and Goldman, acting as sales agents and/or principals (each a “Sales Agent” and, collectively, the “Sales Agents”).
Pursuant to the Sales Agreement, the Shares may be offered and sold through each Sales Agent, acting separately, in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act or through a combination of any such methods of sale. Under the Sales Agreement, each Sales Agent will be entitled to compensation equal to 1.75% of the gross proceeds of the Shares it sells from time to time under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell on CODI’s behalf any Shares to be offered by CODI under the Sales Agreement. CODI has no obligation to sell any of the Shares under the Sales Agreement, and CODI or any Sales Agent may at any time suspend sales of Shares under the Sales Agreement.
The Shares will be issued pursuant to CODI’s Registration Statement on
Form
S-3
(the “Registration Statement”). CODI has filed a prospectus supplement, dated September 7, 2021, to the prospectus, dated September 7, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
In connection with the filing of the Sales Agreement, CODI is filing as Exhibit 5.1 and 5.2 to this Current Report on Form
8-K
the opinions of Richards, Layton & Finger P.A., its Delaware counsel, and as Exhibit 8.1 to this Current Report on Form8-K
the opinion of Squire Patton Boggs (US) LLP with respect to certain tax matters.Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits |
1.1 | ||
5.1 | ||
5.2 | ||
8.1 | ||
23.1 | Consent of Richards, Layton & Finger, P.A. (contained in Exhibits 5.1 and 5.2 hereto). | |
23.2 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant 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: September 8 , 2021 | COMPASS DIVERSIFIED HOLDINGS | |||||
By: | /s/ Ryan J. Faulkingham | |||||
Ryan J. Faulkingham | ||||||
Regular Trustee |
SIGNATURES
Pursuant 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: September 8 , 2021 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | |||||
By: | /s/ Ryan J. Faulkingham | |||||
Ryan J. Faulkingham | ||||||
Chief Financial Officer |