CODI Files 8-K on Capital Structure, Preferred Shares

TL;DR

**CODI filed a routine 8-K confirming its existing share classes, no new news.**

AI Summary

Compass Diversified Holdings (CODI) filed an 8-K on February 1, 2024, reporting an event on January 31, 2024, related to its various share classes, including common shares and Series A, B, and C preferred shares. This filing is a routine disclosure, indicating no major operational changes but confirming the existence and status of its different equity instruments. For investors, this matters because it reaffirms the company's capital structure, which is fundamental to understanding ownership and dividend rights, though it doesn't signal new opportunities or risks.

Why It Matters

This filing confirms the existing capital structure of Compass Diversified Holdings, including its common and preferred shares, which is important for investors to understand their ownership rights and potential dividend streams.

Risk Assessment

Risk Level: low — This 8-K is a standard disclosure of existing share classes and does not introduce new risks or significant changes.

Analyst Insight

A smart investor would note this as a routine administrative filing that confirms the existing capital structure but does not provide new information warranting immediate action. It's a good reminder to understand the different share classes if considering an investment.

Key Players & Entities

• Compass Diversified Holdings (company) — registrant for the 8-K filing
• Compass Group Diversified Holdings LLC (company) — co-registrant for the 8-K filing
• Delaware (other) — state of incorporation for both registrants
• 001-34927 (other) — Commission File Number for Compass Diversified Holdings
• 001-34926 (other) — Commission File Number for Compass Group Diversified Holdings LLC

FAQ

Key Financial Figures

• $380 m — paid a purchase price of approximately $380 million, before working capital and certa
• $110 million — on the Closing Date was approxima tely $110 million. The loans advanced under the THP Credi

Filing Documents

• codi-20240131.htm (8-K) — 52KB
• ex991honeypotclosingpressr.htm (EX-99.1) — 13KB
• codilogo2020a02a.jpg (GRAPHIC) — 13KB
• 0001345126-24-000009.txt ( ) — 284KB
• codi-20240131.xsd (EX-101.SCH) — 5KB
• codi-20240131_def.xml (EX-101.DEF) — 18KB
• codi-20240131_lab.xml (EX-101.LAB) — 39KB
• codi-20240131_pre.xml (EX-101.PRE) — 20KB
• codi-20240131_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On February 1, 2024, Compass Diversified Holdings ("Compass Diversified") issued a press release announcing the closing (the "Closing"), on January 31, 2024, 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, THP Topco, Inc. , a Delaware corporation ("Topco") and THP Intermediate, Inc. , a Delaware corporation ("Buyer"), acquired The Honey Pot Company Holdings, LLC ("THP") and certain of its affiliated entities pursuant to a Merger and Stock Purchase Agreement (the "Purchase Agreement") by and among Buyer, 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 acquired all of the issued and outstanding equity of Blocker I and Blocker II and, thereafter, Merger Sub merged with and into THP (the "Merger"), with THP surviving such that the separate existence of Merger Sub ceased, with THP surviving the Merger as a wholly-owned, indirect subsidiary of the Topco . THP is the parent company of The Honey Pot Company (DE), LLC ("The Honey Pot Co."). 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

01 Other Events

Item 8.01 Other Events CODI acquires and manages small to middle market businesses in the ordinary course of its business. The following description relates to the recent acquisition of one such business. The Honey Pot Co. On January 31, 2024 (the "Closing Date"), Buyer completed its transaction, including the Merger, with THP and its affiliates pursuant to the Purchase Agreement (the "Transaction"). Upon the completion of the Transaction, THP and The Honey Pot Co. became wholly-owned indirect subsidiaries of Topco. The Company paid a purchase price of approximately $380 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 hand. Certain minority equity holders of THP executed agreements pursuant to which they contributed a portion of their THP equity (the "Rollover Equity") to Topco in exchange for Topco common stock. Topco contributed the Rollover Equity to Buyer. Certain other members of The Honey Pot Co. management team also contributed cash in exchange for equity in Topco. CODI directly owns approximately 85% of Topco, which in turn indirectly owns all of the issued and outstanding equity interests of THP and The Honey Pot Co. Concurrent with the Closing, the Company provided a credit facility to Buyer, THP and The Honey Pot Co., as borrowers (the "THP Credit Agreement"), pursuant to which a secured revolving loan commitment and secured term loans were made available to Buyer, THP and The Honey Pot Co. (collectively, the "Borrowers"). The initial amount outstanding under these facilities on the Closing Date was approxima tely $110 million. The loans advanced under the THP Credit Agreement to the Borrowers are guaranteed by Topco and certain of Buyer's subsidiaries (collectively, the "Guarantors") and are secured by substantially all the assets and properties of the Borrowers and the Guarantors, including a pledge of, among o

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of the businesses acquired To the extent required by this item, historical financial statements for the Transaction referenced in Item 8.01 above will be filed in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date of this report is due. (b) Pro forma financial information To the extent required by this item, pro forma financial information relating to the Transaction referenced in Item 8.01 above will be filed in an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date of this report is due. (d) Exhibits. Exhibit Number Description 99.1 Press Release of CODI dated February 1 , 2024. 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: February 1, 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: February 1, 2024 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Ryan J. Faulkingham Ryan J. Faulkingham Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR