Compass Diversified Sells American & Efird to One Rock Capital
Ticker: CODI-PC · Form: 8-K · Filed: Sep 5, 2024 · CIK: 1345126
Sentiment: neutral
Topics: divestiture, acquisition, strategy
Related Tickers: CODI
TL;DR
CODI selling A&E to One Rock Capital, Q4 close. Strategic pivot incoming.
AI Summary
Compass Diversified Holdings announced on September 4, 2024, that it has entered into a definitive agreement to sell its subsidiary, American & Efird ("A&E"), to an affiliate of One Rock Capital Partners, LLC. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This divestiture is part of Compass Diversified's strategy to focus on its remaining businesses.
Why It Matters
This sale marks a significant strategic shift for Compass Diversified, allowing them to streamline operations and concentrate on their core portfolio. Investors will be watching how this impacts future growth and profitability.
Risk Assessment
Risk Level: medium — The sale of a subsidiary introduces execution risk, and the market's reaction to the strategic shift will influence future performance.
Key Players & Entities
- Compass Diversified Holdings (company) — Seller
- American & Efird (company) — Subsidiary being sold
- One Rock Capital Partners, LLC (company) — Buyer
- 20240904 (date) — Date of agreement
- fourth quarter of 2024 (date) — Expected closing period
FAQ
What is the name of the subsidiary being sold by Compass Diversified Holdings?
The subsidiary being sold is American & Efird (A&E).
Who is the buyer of American & Efird?
The buyer is an affiliate of One Rock Capital Partners, LLC.
On what date was the definitive agreement entered into?
The definitive agreement was entered into on September 4, 2024.
When is the sale of American & Efird expected to close?
The transaction is expected to close in the fourth quarter of 2024.
What is the strategic rationale behind this divestiture for Compass Diversified Holdings?
The divestiture is part of Compass Diversified's strategy to focus on its remaining businesses.
Filing Stats: 2,431 words · 10 min read · ~8 pages · Grade level 10.8 · Accepted 2024-09-05 09:17:06
Key Financial Figures
- $200 million — pal (the "Preferred Sales Agent") up to $200 million of the Trust's 7.250% Series A Preferre
- $500 million — CODI may sell, from time to time, up to $500 million of the Trust's common shares representi
Filing Documents
- d870987d8k.htm (8-K) — 68KB
- d870987dex11.htm (EX-1.1) — 193KB
- d870987dex12.htm (EX-1.2) — 204KB
- d870987dex51.htm (EX-5.1) — 18KB
- d870987dex52.htm (EX-5.2) — 17KB
- d870987dex53.htm (EX-5.3) — 18KB
- d870987dex54.htm (EX-5.4) — 18KB
- d870987dex81.htm (EX-8.1) — 7KB
- g870987g08l64.jpg (GRAPHIC) — 3KB
- 0001193125-24-213753.txt ( ) — 881KB
- codi-20240904.xsd (EX-101.SCH) — 6KB
- codi-20240904_cal.xml (EX-101.CAL) — 1KB
- codi-20240904_def.xml (EX-101.DEF) — 16KB
- codi-20240904_lab.xml (EX-101.LAB) — 28KB
- codi-20240904_pre.xml (EX-101.PRE) — 17KB
- d870987d8k_htm.xml (XML) — 12KB
Financial Statements and Exhibits
Financial Statements and Exhibits 1.1 At Market Issuance Sales Agreement, dated September 4, 2024, among the Company, the Trust, Compass Group Management LLC, and B. Riley Securities, Inc. 1.2 At Market Issuance Sales Agreement, dated September 4, 2024, among the Company, the Trust, Compass Group Management LLC, B. Riley Securities, Inc., Goldman Sachs & Co. LLC and TD Securities (USA) LLC. 3.1 Second Amendment to Amended and Restated Share Designation of Compass Diversified Holdings with respect to Series A Preferred Shares (incorporated by reference Exhibit 4.11 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 3.2 Second Amendment to Amended and Restated Share Designation of Compass Diversified Holdings with respect to Series B Preferred Shares (incorporated by reference Exhibit 4.17 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 3.3 Second Amendment to Amended and Restated Share Designation of Compass Diversified Holdings with respect to Series C Preferred Shares (incorporated by reference Exhibit 4.23 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 3.4 Second Amendment to Trust Interest Designation of Compass Group Diversified Holdings LLC with respect to Series A Trust Preferred Interests (incorporated by reference Exhibit 4.14 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 3.5 Second Amendment to Trust Interest Designation of Compass Group Diversified Holdings LLC with respect to Series B Trust Preferred Interests (incorporated by reference Exhibit 4.20 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 3.6 Second Amendment to Trust Interest Designation of Compass Group Diversified Holdings LLC with respect to Series C Trust Preferred Interests (incorporated by reference Exhibit 4.26 of the Form S-3 filed on September 4, 2024 (File No. 333-281931). 5.1 Legality Opinion of Richards, Layton & Finger, P.A. as to the Trust (Preferred Shares).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be si gne d on its behalf by the undersigned hereunto duly authorized. Date: September 5, 2024 COMPASS DIVERSIFIED HOLDINGS By: /s/ Stephen Keller Stephen Keller 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: September 5, 2024 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Stephen Keller Stephen Keller Chief Financial Officer