Compass Diversified Holdings Enters Material Agreement

TL;DR

CODI inked a new deal, expect financial obligations.

AI Summary

On January 15, 2025, Compass Diversified Holdings entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing signals a significant new financial commitment or arrangement for Compass Diversified Holdings, which could impact its future financial obligations and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to debt, performance, and market conditions.

Key Players & Entities

• Compass Diversified Holdings (company) — Registrant
• Compass Group Diversified Holdings LLC (company) — Related Filer
• 20250115 (date) — Filing Date

FAQ

Key Financial Figures

• $3.5 billion — ed net assets are less than or equal to $3.5 billion (the "Initial Threshold Fee"), (ii) the
• $10 b — re more than $3.5 billion but less than $10 billion, or (iii) 1.5% of the adjusted ne
• $10 billion — assets when the adjusted net assets are $10 billion or more. The incentive management fee w

Filing Documents

• codi-20250115.htm (8-K) — 51KB
• ex101seventhamendedandrest.htm (EX-10.1) — 306KB
• ex102firstsupplementalinde.htm (EX-10.2) — 38KB
• ex103firstsupplementalinde.htm (EX-10.3) — 38KB
• ex991msaamendmentpressrele.htm (EX-99.1) — 12KB
• codilogo2020a02.jpg (GRAPHIC) — 13KB
• 0001345126-25-000008.txt ( ) — 710KB
• codi-20250115.xsd (EX-101.SCH) — 5KB
• codi-20250115_def.xml (EX-101.DEF) — 18KB
• codi-20250115_lab.xml (EX-101.LAB) — 36KB
• codi-20250115_pre.xml (EX-101.PRE) — 19KB
• codi-20250115_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Amendment of Management Services Agreement On January 15, 2025, Compass Group Diversified Holdings LLC (the "Company") and Compass Group Management LLC (the "Manager") amended the Sixth Amended and Restated Management Services Agreement dated as of September 30, 2014 (the "Existing Agreement"), by entering into a Seventh Amended and Restated Management Services Agreement (the "Amendment"), which restructures the management fee under the Existing Agreement to consist of a base management fee and an incentive management fee. Pursuant to the Amendment, the base management fee will be (i) 2% the Company's adjusted net assets when the adjusted net assets are less than or equal to $3.5 billion (the "Initial Threshold Fee"), (ii) the Initial Threshold Fee plus 1.25% of the amount of adjusted net assets exceeding $3.5 billion when the adjusted net assets are more than $3.5 billion but less than $10 billion, or (iii) 1.5% of the adjusted net assets when the adjusted net assets are $10 billion or more. The incentive management fee will be 0.25% of the amount of adjusted net assets exceeding $3.5 billion only when the adjusted net assets are more than $3.5 billion but less than $10 billion and only if the Company's annualized internal rate of return on equity for the trailing three-years, exceeds 12%. Such incentive management fee is subject to approval by the Compensation Committee of the Company's Board of Directors. The Amendment also eliminates the payment of integration services fee by the Company's subsidiaries to the Manager and excludes excess cash held by the Company and the Company's subsidiaries, subject to certain exceptions, from the calculation of the adjusted net assets of the Company, along with certain other changes. The foregoing description of the Amendment is not meant to be exhaustive and is qualified in its entirety by the document itself, a copy of which is attached hereto as Exhibit 10.1 and is in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Seventh Amended and Restated Management Services Agreement by and between Compass Group Diversified Holdings LLC and Compass Group Management LLC, dated as of January 15, 2025 and originally effective as of May 16, 2006. 10.2 First Supplemental Indenture, dated as of January 15 , 2025, to the Indenture dated as of March 23, 2021, between Compass Group Diversified Holdings LLC and U.S. Bank National Association, as trustee. 10.3 First Supplemental Indenture, dated as of January 15 , 2025, to the Indenture dated as of November 17, 2021, between Compass Group Diversified Holdings LLC and U.S. Bank National Association, as trustee. 99.1 Press Release of CODI dated as of January 15, 2025 announcing Amendment of Management Services Agreement. 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: January 15, 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 15, 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