Exhibit 99.1
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Investor Relations: The IGB Group Leon Berman 212-477-8438 lberman@igbir.com | | Media Contact: Joele Frank, Wilkinson Brimmer Katcher Jon Keehner / Kate Thompson / Lyle Weston 212-355-4449 |
Compass Diversified Announces Simplification of Tax Structure Designed to Unlock Shareholder Value
Approximately 98% of Voting Shareholders Approve Change to Governing Provisions
Board Elects for Trust to be Treated as Corporation for Tax Purposes Effective September 1, 2021
WESTPORT, Conn., August 4, 2021 — Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, today announced that, on August 3, 2021, its shareholders voted to approve amendments (the “Amendment”) to the governing documents of Compass Diversified Holdings (the “Trust”) to allow the Board of Directors (the “Board”) to cause the Trust to “check-the-box” to elect to be treated as a corporation for U.S. federal income tax purposes. CODI also announced that, following the shareholder vote, the Board has resolved to cause the Trust to elect to be treated as a corporation for U.S. federal income tax purposes. Such election will be effective September 1, 2021.
“We thank our shareholders for their support of this important change, which we believe presents a significant opportunity to unlock value for our current and future shareholders,” said Elias Sabo, CEO of CODI. “The simplification of our tax structure is a continuation of our efforts to find more efficient ways to lower our cost of capital following the strengthening of our capital structure earlier this year. In addition, we believe that electing to be treated as a corporation for tax purposes will allow CODI to expand its shareholder base and improve the likelihood of our stock’s inclusion within stock indices. With this momentum, we look forward to building on our already strong foundation and 15-plus years of success as a public company as we continue to leverage our permanent capital structure to our advantage and opportunistically acquire and manage leading businesses to deliver long term value for our shareholders.”
CODI expects that being treated as a corporation for U.S. federal income tax purposes will:
| • | | Increase share liquidity with broadened pool of investors; |
| • | | Reduce weighted average cost of capital; |
| • | | Create more flexibility in investment decisions; |
| • | | Improve the likelihood of CODI’s stock’s inclusion within stock indices; |
| • | | Improve the Company’s profile with ratings agencies; and |
| • | | Reduce administrative cost. |
Approximately 98% of shares voted were in favor of the Amendment, which constitutes over 57% of the outstanding shares entitled to vote. The final vote results, as certified by the independent Inspector of Election, have been filed on Form 8-K with the U.S. Securities and Exchange Commission.
On August 3, 2021, in order to offset a portion of the tax liability to the shareholders as result of the election to cause the Trust to be treated as a corporation for U.S. federal income tax purposes, the Board declared a special cash distribution of $0.88 per share on the Trust’s common shares (the “Common Shares”). The distribution on the Common Shares is payable on September 7, 2021 to all holders of record of Common Shares as of the close of business on August 31, 2021.