Compass Diversified Holdings Files 8-K

TL;DR

CODI filed an 8-K on 12/27/24 for a material definitive agreement. Details to follow.

AI Summary

Compass Diversified Holdings (CODI) announced on December 27, 2024, the entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Westport, CT.

Why It Matters

This 8-K filing indicates a significant event for Compass Diversified Holdings, likely involving a material definitive agreement that could impact its business operations or financial structure.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or significantly alter existing ones for a company.

Key Players & Entities

• Compass Diversified Holdings (company) — Filer of the 8-K
• CODI (company) — Ticker symbol for Compass Diversified Holdings
• 20241227 (date) — Period of report and date of change
• 20241230 (date) — Filing date
• 0001345126-24-000066 (document_id) — Accession number for the filing

FAQ

Key Financial Figures

• $104 million — baby is based on an enterprise value of $104 million and will be subject to certain adjustme
• $99.1 million — ses, the Company received approximately $99.1 million of total proceeds at closing. This amou
• $1 million — on the sale of Ergobaby ranging between $1 million and $8 million for the quarter ended De
• $8 million — Ergobaby ranging between $1 million and $8 million for the quarter ended December 31, 2024

Filing Documents

• codi-20241227.htm (8-K) — 49KB
• ex21ergoagreementandplanof.htm (EX-2.1) — 750KB
• ex991ergosalepressrelease.htm (EX-99.1) — 9KB
• codilogo2020a02a.jpg (GRAPHIC) — 13KB
• 0001345126-24-000066.txt ( ) — 1142KB
• codi-20241227.xsd (EX-101.SCH) — 5KB
• codi-20241227_def.xml (EX-101.DEF) — 18KB
• codi-20241227_lab.xml (EX-101.LAB) — 36KB
• codi-20241227_pre.xml (EX-101.PRE) — 19KB
• codi-20241227_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Compass Group Diversified Holdings LLC (the "Company") and Compass Diversified Holdings ("Holdings" and, together with the Company, collectively "CODI," "we," "us" or "our") acquire and manage small to middle market businesses in the ordinary course of business. The following description relates to the recent divestiture of one such business. Ergobaby On December 27, 2024, the Company, solely in its capacity as the representative (the "Stockholder Representative") of the holders of stock and options of EBP Lifestyle Brands Holdings, Inc. ("Ergobaby"), a majority owned subsidiary of the Company, entered into a definitive Agreement and Plan of Merger (the "Agreement") with ERGO Acquisition LLC ("Acquiror"), Aloha Merger Sub LLC ( "Merger Sub") and Ergobaby, to sell to Acquiror all of the issued and outstanding securities of Ergobaby, the parent company of the operating entity, The ERGO Baby Carrier, Inc., through a merger of Merger Sub with and into Ergobaby, with Ergobaby surviving the merger and becoming a wholly owned subsidiary of Acquiror (the "Merger"). The Agreement contains customary representations, warranties and covenants, and provides for a closing simultaneously with the execution of the Agreement. On December 27, 2024, the parties completed the Merger pursuant to the Merger Agreement. The sale price of Ergobaby is based on an enterprise value of $104 million and will be subject to certain adjustments based on matters such as transaction expenses of Ergobaby, the net working capital and cash and debt balances of Ergobaby at the time of the closing. The Company owned approximately 82% of the outstanding stock of Ergobaby on a fully diluted basis prior to the Merger. After the allocation of the sales price to Ergobaby non-controlling equityholders and the payment of transaction expenses, the Company received approximately $99.1 million of total proceeds at closing. This amount was in respect of its de

01 Other Events

Item 8.01 Other Events On December 30, 2024, CODI issued a press release announcing the closing of the Ergobaby sale. 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 hereby incorporated by reference herein.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements with regard to the expectations related to the sale of Ergobaby. Words such as "believes", "expects", "anticipates", "intends", "projects", "assuming", and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2023 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Section 9 Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated December 27, 2024, by and among (i) ERGO Acquisition LLC; (ii) Aloha Merger Sub LLC; (iii) EBP Lifestyle Brands Holdings, Inc.; and (iv) Compass Group Diversified Holdings LLC, as the Stockholder Representative.* 99.1 Press Release dated December 30, 202 4 announcing the sale of Ergobaby. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The registrant will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

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: December 30, 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: December 30, 2024 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Stephen Keller Stephen Keller Chief Financial Officer

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View this 8-K filing on SEC EDGAR