CODI Files 8-K on Share Structure, Regulation FD Disclosure

Ticker: CODI-PC · Form: 8-K · Filed: Jan 16, 2024 · CIK: 1345126

Complexity: simple

Sentiment: neutral

Topics: regulation-fd, share-structure, corporate-governance

TL;DR

**CODI filed an 8-K confirming its share structure, including preferred shares, on January 14, 2024.**

AI Summary

Compass Diversified Holdings (CODI) filed an 8-K on January 16, 2024, reporting an event that occurred on January 14, 2024. This filing, which includes a Regulation FD Disclosure, indicates that the company is providing information about its various share classes, including common shares and Series A, B, and C preferred shares. This matters to investors because it confirms the current structure of CODI's equity, which is crucial for understanding dividend payments and ownership stakes.

Why It Matters

This filing provides transparency on Compass Diversified Holdings' capital structure, which is fundamental for investors to assess their ownership and potential returns, especially concerning preferred shares.

Risk Assessment

Risk Level: low — This filing is primarily informational, confirming existing share classes, and does not indicate new financial risks or operational changes.

Analyst Insight

A smart investor would review the company's investor relations section for any further details related to the Regulation FD Disclosure, as this filing primarily confirms existing share structures without indicating new financial events.

Key Numbers

Key Players & Entities

FAQ

What is the purpose of this 8-K filing by Compass Diversified Holdings?

The 8-K filing by Compass Diversified Holdings (CODI) is a Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, reporting an event that occurred on January 14, 2024, and includes a Regulation FD Disclosure and information on Financial Statements and Exhibits.

Which specific types of shares are mentioned in the filing for Compass Diversified Holdings?

The filing specifically mentions 'Shares Representing Beneficial Interests In Compass Diversified Holdings', 'Series A Preferred Shares Representing Series A Trust Preferred Interest In Compass Diversified Holdings', 'Series B Preferred Shares Representing Series B Trust Preferred Interest In Compass Diversified Holdings', and 'Series C Preferred Shares Representing Series C Trust Preferred Interest In Compass Diversified Holdings'.

What is the earliest event date reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 14, 2024.

What are the Commission File Numbers for the two registrants mentioned in the filing?

Compass Diversified Holdings has a Commission File Number of 001-34927, and Compass Group Diversified Holdings LLC has a Commission File Number of 001-34926.

Where are both Compass Diversified Holdings and Compass Group Diversified Holdings LLC incorporated?

Both Compass Diversified Holdings and Compass Group Diversified Holdings LLC are incorporated in Delaware.

Filing Stats: 1,618 words · 6 min read · ~5 pages · Grade level 12 · Accepted 2024-01-16 08:36:20

Key Financial Figures

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 16, 2024, Compass Diversified Holdings ("Compass Diversified") issued a Press Release announcing the execution of a definitive agreement for the acquisition of The Honey Pot Company, LLC ("The Honey Pot Co."), which such agreement is further described in Item 8.01 to this Current Report on Form 8-K. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Honey Pot Company Co. is a leading better-for-you feminine care brand that offers an extensive range of holistic wellness products across feminine hygiene, menstrual, consumer health, and sexual wellness categories. The Honey Pot Co.'s mission is to educate, support, and provide consumers around the world with the tools and resources that promote menstrual health and vaginal wellness. The Honey Pot Co. achieved approximately $28 - $29 million of adjusted EBITDA for the trailing twelve-month period ending December 31, 2023. As announced in the Press Release, Compass Diversified will hold a conference call and webcast at 10:00 a.m., Eastern Time on January 16, 2024 to discuss the transaction. A live webcast of the conference call along with the investor presentation will be available to the public through links on the Investor Relations section of Compass Diversified's web site (compassdiversified.com). A copy of the investor presentation, which will be discussed during the conference call, is attached to this report as Exhibit 99.2 to this Current Report on Form 8-K. The information under this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information or exhibits be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall

01 Other Events

Item 8.01 Other Events Compass Group Diversified Holdings LLC (the "Company") and Compass Diversified Holdings ("Holdings" and, together with the Company, collectively "CODI," "us" or "we") acquires and manages small to middle market businesses in the ordinary course of its business. The following description relates to the recent execution of a definitive agreement for the acquisition of one such business. The Honey Pot Co. On Janua ry 14, 2024 , a newly formed indirect subsidiary of the Company, THP Intermediate, Inc. ("Buyer"), entered into a Merger and Stock Purchase Agreement (the "Purchase Agreement") with The Honey Pot Company Holdings, LLC ("THP"), VMG Honey Pot Blocker, Inc. ("Blocker I"), NVB1, Inc. ("Blocker II"), VMG Tax-Exempt IV, L.P. ("Blocker I Seller"), New Voices Fund, LP ("Blocker II Seller"), THP Merger Sub, LLC ("Merger Sub"), VMG Honey Pot Holdings, LLC, as the Sellers' Representative, and certain remaining equity holders of THP (the "THP Sellers", together with Blocker I Seller and Blocker II Seller, each a "Seller" and collectively, the "Sellers"). Pursuant to the Purchase Agreement, subsequent to certain internal reorganizations, Buyer will acquire all of the issued and outstanding equity of Blocker I and Blocker II and, thereafter, merger sub will merge with and into THP, with THP surviving. Prior to closing, certain equity holders of the THP will contribute a portion of their equity in THP (the "Rollover Equity") to Buyer's parent company, THP Topco, Inc. ("Topco"), in exchange for Topco common stock. Following such rollover, Topco will contribute the Rollover Equity to Buyer. Certain other members of The Honey Pot Co. management will contribute cash in exchange for equity in Topco. Upon consummation of the transaction contemplated by the Purchase Agreement, CODI will directly own approximately 85% of Topco, which will in turn own all of issued and outstanding equity interests of Buyer and, indirectly, all issued and outstanding equity

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Press Release of CODI dated January 16, 2024. 99.2 Investor Presentation, dated January 16, 2024. 99.3 Merger and Stock Purchase Agreement, dated January 14, 2024, by and among The Honey Pot Company Holdings, LLC, VMG Honey Pot Blocker, Inc., NVB1, Inc., VMG Tax-Exempt IV, L.P., New Voices Fund, LP, THP Intermediate, Inc., THP Merger Sub, LLC, the Sellers' Representative and certain other equity holders of THP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: January 16, 2024 COMPASS DIVERSIFIED HOLDINGS By: /s/ Ryan J. Faulkingham Ryan J. Faulkingham Regular Trustee

SIGNATURES

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: January 16, 2024 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Ryan J. Faulkingham Ryan J. Faulkingham Chief Financial Officer

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