Compass Diversified Holdings Enters Material Agreement

TL;DR

CODI inked a new deal, expect financial shifts.

AI Summary

On January 9, 2025, Compass Diversified Holdings entered into a material definitive agreement related to a direct financial obligation. The company, previously known as Compass Diversified Trust, is incorporated in Delaware and has its fiscal year end on December 31.

Why It Matters

This filing indicates a significant financial commitment or obligation for Compass Diversified Holdings, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and direct financial obligations can introduce financial risks and obligations that require careful management.

Key Players & Entities

• Compass Diversified Holdings (company) — Filer
• Compass Diversified Trust (company) — Former company name
• 20250109 (date) — Report date
• 0001345126-25-000006 (filing_id) — Accession number

FAQ

Key Financial Figures

• $200 million — he term loan in the aggregate amount of $200 million (the "Incremental Term Loan") on the da
• $100 million — commitments in the aggregate amount of $100 million (the "Incremental Delayed Draw Term Loa
• $3.75 million — yments of principal amount ranging from $3.75 million to $11.25 million, commencing Marc h 31
• $11.25 m — al amount ranging from $3.75 million to $11.25 million, commencing Marc h 31, 2025, with

Filing Documents

• codi-20250109.htm (8-K) — 51KB
• exhibit101-incrementalcred.htm (EX-10.1) — 138KB
• exhibit991-pressreleasedat.htm (EX-99.1) — 11KB
• codilogo2020a03a.jpg (GRAPHIC) — 13KB
• 0001345126-25-000006.txt ( ) — 428KB
• codi-20250109.xsd (EX-101.SCH) — 5KB
• codi-20250109_def.xml (EX-101.DEF) — 18KB
• codi-20250109_lab.xml (EX-101.LAB) — 36KB
• codi-20250109_pre.xml (EX-101.PRE) — 19KB
• codi-20250109_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 9, 2025, Compass Group Diversified Holdings LLC (the "Company"), sponsor of Compass Diversified Holdings ("Holdings" and, together with the Company, collectively "CODI," "us," "we" or "our"), entered into a First Incremental Facility Amendment (the "Amendment") to its existing Credit Agreement (as defined below). The Amendment was by and among the Company, the lenders party thereto (the "Lenders"), and Bank of America, N.A., as administrative agent for the Lenders (the "Administrative Agent"). Terms not defined in this Item 1.01 shall have the meanings ascribed to them in the Credit Agreement. The Amendment modifies the Company's Third Amended and Restated Credit Agreement, dated as of July 12, 2022, as amended, among the Company, the Lenders, the Administrative Agent and [the other financial institutions party thereto] (the "Credit Agreement"), to provide for (a) an additional advance of the term loan in the aggregate amount of $200 million (the "Incremental Term Loan") on the date of the Amendment, and (b) delayed draw term loan commitments in the aggregate amount of $100 million (the "Incremental Delayed Draw Term Loan Commitments," and the loan drawn thereunder is referred to herein as the "Incremental Delayed Draw Term Loan"), which may be reduced or terminated by the Company upon five business days' notice and pursuant to which the Company may make no more than two draws by July 9, 2025. The proceeds from the Incremental Term Loan and the Incremental Delayed Draw Term Loan will be used for new acquisitions, working capital, capital expenditures and other general corporate purposes. The Incremental Term Loan, along with the existing term loan under the Credit Agreement, will require quarterly repayments of principal amount ranging from $3.75 million to $11.25 million, commencing Marc h 31, 2025, with a final payment of principal and interest due on July 12, 2027. The Company will pay to the Adm

03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 above with respect to the Amendment is incorporated herein in its entirety. Section 7 Regulation FD

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 10, 2025, CODI issued a press release announcing the entry into the Amendment. A co py 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 Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing. Section 9 Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 First Incremental Facility Amendment, dated January 9 , 2025, by and among Compass Diversified Holdings LLC, Bank of America, N.A., and the lenders party thereto. 99.1 Press Release of CODI dated January 10, 2025. 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 10, 2025 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: January 10, 2025 COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Stephen Keller Stephen Keller Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR