WESTPORT, Conn., April 5, 2018 /PRNewswire/ -- Compass
Diversified Holdings (NYSE: CODI) ("CODI"), a Delaware statutory trust and the sole owner of
100% of the trust interests in Compass Group Diversified Holdings,
LLC (the "Company"), and the Company announced today that the
Company has priced $400 million in
aggregate principal amount of 8.000% senior unsecured notes due
2026 (the "Notes") at an issue price of 100% in a previously
announced private offering.
The Notes will be the Company's senior unsecured obligations and
will not be guaranteed by any of the Company's subsidiaries.
The Company intends to use the net proceeds of the Notes
offering, together with cash on hand and borrowings from a
refinancing transaction concurrent with the Notes offering, to
repay debt under the Company's existing credit facilities. Any
remaining proceeds are expected to be used for general corporate
purposes. The offering of the Notes is not conditioned upon the
consummation of the Company's concurrent refinancing
transaction.
The offering is currently expected to close on April 18, 2018, subject to customary
conditions.
The Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act") or any state securities
laws and, unless so registered, may not be offered or sold in
the United States except pursuant
to an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws. The Notes
will be offered only to qualified institutional buyers in
accordance with Rule 144A and to non-U.S. Persons under Regulation
S under the Securities Act.
This press release does not and will not constitute an offer to
sell or the solicitation of an offer to buy the Notes, nor will
there be any sale of the Notes in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
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