On October 19, 2020, Compass Diversified Holdings (“Compass Diversified”) issued a press release announcing the closing (the “Closing”), on October 16, 2020, of the previously announced transaction, whereby, Compass Group Diversified Holdings LLC (the “Company” and, together with Compass Diversified, “CODI”), through its newly formed acquisition subsidiaries, BOA Holdings Inc., a Delaware corporation (“BOA Holdings”) and BOA Parent Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of BOA Holdings, acquired BOA Technology, Inc. and its subsidiaries pursuant to an Agreement and Plan of Merger (the “Agreement and Plan of Merger”) by and among Buyer, Reel Holding Corp., a Delaware corporation (“BOA”) and the sole stockholder of BOA Technology, Inc., BOA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”) and Shareholder Representative Services LLC (in its capacity as the representative of the stockholders of BOA). The Agreement and Plan of Merger was amended on October 16, 2020 (the “First Amendment” and, together with the Agreement and Plan of Merger, the “Merger Agreement”) to, among other things, clarify certain post-closing rights to additional consideration, specify the mechanics related to satisfaction of option exercise payments and update certain schedules. Pursuant to the Merger Agreement, Merger Sub merged with and into BOA (the “Merger”) such that the separate existence of Merger Sub ceased, with BOA surviving the Merger as a wholly-owned subsidiary of Buyer. 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 7.01 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.
On October 16, 2020 (the “Closing Date”), Buyer, through the Merger Sub, completed its merger with BOA pursuant to the Merger Agreement (the “Transaction”). Upon the completion of the Transaction, BOA became a wholly owned subsidiary of Buyer and an indirect subsidiary of the Company. The Company paid a purchase price of approximately $454 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 with cash on its balance sheet and a draw on its revolving credit facility of approximately $300 million.
Certain minority stockholders of BOA executed agreements pursuant to which they contributed shares of BOA common stock (the “Rollover Shares”) to BOA Holdings in exchange for shares of BOA Holdings common stock. BOA Holdings contributed the Rollover Shares to Buyer. CODI directly owns approximately 82% of BOA Holdings, which in turn indirectly owns all of the issued and outstanding equity interests of BOA.
