UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2014 (August 26, 2014)
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.) | ||
Sixty One Wilton Road
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events
Item 8.01 Other Events
As previously disclosed, on August 26, 2014, Compass Group Diversified Holdings LLC and Compass Diversified Holdings (collectively “CODI”, “us” or “we”) completed the acquisition of Clean Earth Holdings, Inc. (“Clean Earth”) by its subsidiary CEHI Acquisition Corporation. This Current Report on Form 8-K/A (the "Amended Report") updates the Current Report on Form 8-K filed on August 27, 2014 (the "Original Report") to include the audited financial statements of Clean Earth and the unaudited pro forma financial information in accordance with Item 9.01 of Form 8-K. No other amendments to the Original Report are being made by the Amended Report.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Clean Earth for the fiscal year ended December 31, 2013 are attached hereto as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a) and made a part hereof.
The unaudited condensed consolidated interim financial statements of Clean Earth for the six months ended June 30, 2014 and 2013 are attached hereto as Exhibit 99.2 and are incorporated by reference into this Item 9.01(a) and made a part hereof.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of CODI is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b) and made a part hereof: (i) unaudited condensed combined pro forma balance sheet at June 30, 2014 and notes thereto, and (ii) unaudited condensed combined pro forma statements of operations for the fiscal year ended December 31, 2013 and the six months ended June 30, 2014 and notes thereto.
(d) Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Audited consolidated financial statements of Clean Earth as of and for the year ended December 31, 2013
| 99.2 | Unaudited interim condensed consolidated financial statements of Clean Earth as of and for the six months ended June 30, 2014 |
| 99.3 | Unaudited Condensed Combined Pro Forma Balance Sheet of Compass Diversified Holdings at June 30, 2014 and notes thereto and Unaudited Condensed Combined Pro Forma Statements of Operations for the year ended December 31, 2013 and the six months ended June 30, 2014 and notes thereto |
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: November 4, 2014 | 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: November 4, 2014 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||
| By: | /s/ Ryan J. Faulkingham | ||
| Ryan J. Faulkingham | |||
| Chief Financial Officer | |||