UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2014 (July 16, 2014)
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34927 |
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57-6218917 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name
of registrant as specified in its charter)
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Delaware |
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001-34926 |
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20-3812051 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
Sixty One Wilton Road
Second Floor
Westport,
CT 06880
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Compass Group Diversified Holdings LLC and Compass Diversified Holdings
(NYSE: CODI) (collectively, CODI) reported that Fox Factory Holding Corp. (Fox) closed on a public offering of 5,750,000 shares held by certain Fox shareholders, including CODI. CODI sold a total of 4,466,569 shares of Fox
common stock in this offering, including 633,955 shares sold in connection with the underwriters exercise of the over-allotment option in full, for total net proceeds of approximately $65.5 million. Upon completion of the offering, CODIs
ownership in Fox was lowered from approximately 53% to 41%. A copy of the press release announcing the sale is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Section 9 |
Financial Statements and Exhibits |
Item 9.01 |
Financial Statements and Exhibits |
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99.1 |
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Press Release dated July 16, 2014. |
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.
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Date: July 16, 2014 |
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COMPASS DIVERSIFIED HOLDINGS |
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By: |
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/s/ Ryan J. Faulkingham |
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Ryan J. Faulkingham |
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Regular Trustee |
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.
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Date: July 16, 2014 |
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COMPASS GROUP DIVERSIFIED
HOLDINGS LLC |
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By: |
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/s/ Ryan J. Faulkingham |
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Ryan J. Faulkingham |
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Chief Financial Officer |
Exhibit 99.1
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Compass Diversified Holdings Ryan J.
Faulkingham Chief Financial Officer 203.221.1703
ryan@compassequity.com |
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Investor Relations and Media Contacts: The
IGB Group Leon Berman / Michael Cimini 212.477.8438 /
212.477.8261 lberman@igbir.com / mcimini@igbir.com |
Compass Diversified Holdings Announces Partial Divestiture of
Fox Factory Holding Corp.
Company Becomes Minority Owner in Former Subsidiary Business;
Streamlines Consolidated Financials
Westport, Conn., July 16, 2014 Compass Diversified Holdings (NYSE: CODI) (CODI, we, our or the
Company), an owner of leading middle market businesses, announced today that Fox Factory Holding Corp. (FOX) (Nasdaq: FOXF) closed on a public offering of 5,750,000 shares held by certain FOX shareholders, including the
Company, at a price of $15.50 per share for total net proceeds to selling shareholders of approximately $84.4 million.
As a selling shareholder, the
Company sold a total of 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with underwriters exercise of the over-allotment option in full, for total net proceeds of approximately $65.5 million. Upon completion
of the offering, CODIs ownership in FOX was lowered from approximately 53% to 41%, or 15,108,718 shares of FOXs common stock.
Alan Offenberg,
CODIs Chief Executive Officer, commented, With this transaction, we have further strengthened our financial liquidity and increased the total gains realized from monetizing interests in our subsidiaries. As a result of this sale, the
Company anticipates deconsolidating FOX which is consistent with our intention to streamline CODIs consolidated financial reporting. We continue to be the largest shareholder of FOX and remain excited by the companys future growth
prospects.
About Compass Diversified Holdings (CODI)
CODI owns and manages a diverse family of established North American middle market businesses. Each of its current subsidiaries is a leader in its niche
market.
CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its ability to impact long term cash flow
generation and value. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of
the Company and to make cash distributions to its shareholders.
Our seven majority-owned subsidiaries are engaged in the following lines of business:
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The manufacture of quick-turn, prototype and production rigid printed circuit boards (Advanced Circuits, www.advancedcircuits.com); |
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The design and manufacture of promotionally priced upholstered furniture (American Furniture Manufacturing, www.americanfurn.net); |
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The design and manufacture of medical therapeutic support surfaces and other wound treatment devices (Anodyne Medical Device, also doing business and known as Tridien Medical, www.tridien.com);
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The manufacture of engineered magnetic solutions for a wide range of specialty applications and end-markets (Arnold Magnetic Technologies, www.arnoldmagnetics.com); |
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The design and manufacture of personal hydration products for outdoor, recreation and military use (CamelBak Products, www.camelbak.com); |
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The design and marketing of wearable baby carriers, strollers and related products (Ergobaby, www.ergobaby.com); and |
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The design and manufacture of premium home and gun safes (Liberty Safe, www.libertysafe.com). |
In addition, we own approximately 41% of the common stock of Fox Factory Holding Corp. (FOX, Nasdaq: FOXF), a former subsidiary business that
completed its initial public offering in August 2013. FOX, www.ridefox.com, designs and manufactures high-performance suspension products primarily for mountain bikes, side-by-side vehicles, on-road and off-road vehicles and trucks,
all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles.
To find out more about Compass Diversified Holdings, please
visit www.compassdiversifiedholdings.com.
This press release may contain certain forward-looking statements, including statements with regard to the
future performance of the Company. Words such as believes, expects, projects, 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 for the year ended December 31, 2013 and other filings with the Securities and Exchange Commission. CODI undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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