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): April 12, 2024
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
(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,06880
CT
(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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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. ☐
Item 8.01 | Other Events |
On April 12, 2024, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company” and, together with the Trust, “CODI”) filed with the Securities and Exchange Commission a prospectus supplement to CODI’s Registration Statement on Form
S-3ASR
(FileNo. 333-259374)
(the “Registration Statement”) relating to the resale from time to time by certain selling shareholders of up to 8,631,000 common shares representing beneficial interests in the Trust. In connection with the filing of the prospectus supplement, CODI is filing the legal opinions of Richards, Layton & Finger, P.A. as Exhibits 5.1 and 5.2 to this Current Report on Form8-K,
which are incorporated by reference into the Registration Statement.Item 9.01 | Financial Statements and Exhibits |
5.1 | Legality Opinion of Richards, Layton & Finger, P.A. as to the Trust | |
5.2 | Legality Opinion of Richards, Layton & Finger, P.A. as to the Company | |
23.1 | Consent of Richards, Layton & Finger, P.A. (contained in Exhibits 5.1 and 5.2 hereto). | |
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: April 12, 2024 | 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: April 12, 2024 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | |||||
By: | /s/ Ryan J. Faulkingham | |||||
Ryan J. Faulkingham | ||||||
Chief Financial Officer |