WESTPORT, Conn., March 6, 2018 /PRNewswire/ -- Compass
Diversified Holdings (NYSE: CODI) ("CODI" or the "Company"), an
owner of leading middle market businesses, announced today it has
priced a $100 million public offering
of 4,000,000 of its 7.875% Series B Fixed-to-Floating Rate
Cumulative Preferred Shares with a liquidation preference of
$25.00 per share. The Company has
granted the underwriters a 30-day over-allotment option to purchase
up to an additional 600,000 Series B Preferred Shares. CODI intends
to use the net proceeds from the offering to repay a portion of the
outstanding balance of its revolving credit facility and for
general corporate purposes. The closing is expected to occur on or
about March 13, 2018, subject to
customary closing conditions.
Distributions will be payable on the Series B Preferred Shares
from and including the original issue date to, but excluding
April 30, 2028 at a fixed rate equal
to 7.875% per annum of the stated liquidation preference of
$25.00 per share and from and
including April 30, 2028, at a
floating rate equal to three-month LIBOR plus a spread of
4.985%.
BofA Merrill Lynch, Morgan Stanley and UBS Investment Bank are
acting as joint book-running managers on the offering. J.P. Morgan,
Janney Montgomery Scott and
William Blair are acting as
co-managers for the offering. A copy of the final prospectus
relating to the offering may be obtained (when available) from the
following addresses:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
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Morgan Stanley
& Co. LLC
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NC1-004-03-43
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Attn: Prospectus
Department
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200 North College
Street, 3rd Floor
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180 Varick Street,
2nd Floor
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Charlotte, NC
28255-0001
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New York, NY
10014
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Attn: Prospectus
Department
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Email: prospectus
@morganstanley.com
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Email:
dg.prospectus_requests@baml.com
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UBS Securities
LLC
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Attn: Prospectus
Department
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1285 Avenue of the
Americas
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New York, New York
10019
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The offering is being made pursuant to an effective shelf
registration statement and prospectus filed by CODI with the
Securities and Exchange Commission ("SEC"). You may obtain copies
of the registration statement and the final prospectus for free
when they are available by visiting EDGAR on the SEC web site at
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering may be made
only by means of a prospectus and related prospectus supplement
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
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 ten majority-owned subsidiaries are engaged in the following
lines of business:
- The design and marketing of purpose-built tactical apparel and
gear serving a wide range of global customers (5.11);
- The manufacture of quick-turn, small-run and production rigid
printed circuit boards (Advanced Circuits);
- The manufacture of engineered magnetic solutions for a wide
range of specialty applications and end-markets (Arnold Magnetic
Technologies);
- Environmental services for a variety of contaminated materials
including soils, dredged material, hazardous waste and drill
cuttings (Clean Earth);
- The design, manufacture and marketing of airguns, archery
products, optics and related accessories (Crosman);
- The design and marketing of wearable baby carriers, strollers
and related products (Ergobaby);
- The design and manufacture of custom molded protective foam
solutions and OEM components (Foam Fabricators);
- 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 fuels
and creative ambience solutions for the hospitality and consumer
markets (Sterno Products).
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, 2017 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