WESTPORT, Conn., July 27, 2015 /PRNewswire/ -- Compass Diversified
Holdings (NYSE: CODI) ("CODI" or the "Company"), an owner of
leading middle market businesses, announced today that it has
entered into a definitive agreement to sell its majority owned
subsidiary, CamelBak Products, LLC ("CamelBak"), to Vista Outdoor
Inc. ("Vista Outdoor"). The sale price for CamelBak will be based
on a total enterprise value of $412.5
million and will be subject to a customary working capital
adjustment. The divestiture is expected to close within the next
month, subject to customary closing conditions.
After the allocation of the sales price to non-controlling
equityholders and the payment of transaction expenses, CODI expects
to receive between $355 million and $375
million of total proceeds from the sale at closing.
This amount is in respect of the Company's outstanding loans to
CamelBak (including accrued interest) and its equity interests in
CamelBak, which was acquired by CODI on August 24, 2011. The proceeds will be used
to repay all outstanding debt under the Company's revolving credit
facility, with the balance increasing cash on the Company's balance
sheet. The Company anticipates recording a gain on the sale of
CamelBak ranging between $140 million and
$160 million during the quarter ended September 30, 2015.
Commenting on the transaction, Alan
Offenberg, CEO of Compass Diversified Holdings, stated,
"Over the past four years, we have enjoyed working closely with
CamelBak's management team, led by its CEO, Sally McCoy, and are proud of our
accomplishments together. CODI's strategic investments
enabled CamelBak to increase consumer penetration levels, build
cash flows and generate greater organic growth. CamelBak has
established itself as the global leader in personal hydration
products, and we wish the company and Vista Outdoor continued
success."
Sally McCoy, President and CEO of
CamelBak, stated, "On behalf of CamelBak, I would like to thank
CODI for being an outstanding partner. CODI's support of our
people and culture was a key ingredient to successfully building
our business and brand. In addition, CODI recognized the
strong demand for our innovative, world class personal hydration
products, and through our successful partnership CamelBak's
business achieved new heights. We appreciate CODI's support
and guidance while ensuring that CamelBak's future outlook and
positive momentum are secure with Vista Outdoor."
Mr. Offenberg added, "As a result of this opportunistic sale, we
continue to unlock significant value for shareholders and will have
realized gains of over $480 million
since our IPO, complementing our ongoing success acquiring and
growing attractive businesses with a reason to exist. Going
forward, we are well-positioned to draw upon our solid balance
sheet and financial flexibility to reinvest in the long-term growth
of our current subsidiaries and capitalize on additional platform
and add-on acquisition opportunities while providing shareholders
with consistent cash distributions."
Additional information on the acquisition will be available on
the Company's current report on Form 8-K that will be filed with
the Securities and Exchange Commission.
About Compass Diversified Holdings
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 ten majority-owned subsidiaries are engaged in the following
lines of business:
- The manufacture of quick-turn, small-run and production rigid
printed circuit boards (Advanced Circuits);
- The design and manufacture of promotionally priced upholstered
furniture (American Furniture Manufacturing);
- 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);
- The manufacture of engineered magnetic solutions for a wide
range of specialty applications and end-markets (Arnold Magnetic
Technologies);
- The design and manufacture of personal hydration products for
outdoor, recreation and military use (CamelBak
Products);
- Environmental services for a variety of contaminated materials
including soils, dredged material, hazardous waste and drill
cuttings (Clean Earth);
- The design and marketing of wearable baby carriers, strollers
and related products (Ergobaby);
- The design and manufacture of premium home and gun safes
(Liberty Safe);
- The manufacture and marketing of branded, hemp-based food
products (Manitoba Harvest); and
- The manufacture and marketing of portable food warming fuel and
creative table lighting solutions for the foodservice industry
(SternoCandleLamp).
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 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.
This press release may contain certain forward-looking
statements, including statements with regard to the future
performance of CODI. 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 SEC for the year ended December 31, 2014 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.
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SOURCE Compass Diversified Holdings