CT0001345126false 0001345126 2021-03-01 2021-03-01 0001345126 codi:SharesRepresentingBeneficialInterestsInCompassDiversifiedHoldingsMember 2021-03-01 2021-03-01 0001345126 codi:SeriesAPreferredSharesRepresentingSeriesATrustPreferredInterestInCompassDiversifiedHoldingsMember 2021-03-01 2021-03-01 0001345126 codi:SeriesBPreferredSharesRepresentingSeriesBTrustPreferredInterestInCompassDiversifiedHoldingsMember 2021-03-01 2021-03-01 0001345126 codi:SeriesCPreferredSharesRepresentingSeriesCTrustPreferredInterestInCompassDiversifiedHoldingsMember 2021-03-01 2021-03-01
 
 
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): March 1, 2021
 
 
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
001-34927
  
57-6218917
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
 
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
001-34926
  
20-3812051
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
301 Riverside Avenue
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s 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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading
Symbol(s)
  
Name of Each Exchange
on Which Registered
Shares representing beneficial interests in Compass Diversified Holdings
  
CODI
  
New York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings
  
CODI PR A
  
New York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings
  
CODI PR B
  
New York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings
  
CODI PR C
  
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Section 8
Other Events
 
Item 8.01
Other Events
On March 1, 2021, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company” and, together with the Trust, “CODI”) issued a press release relating to the proposed offering of senior unsecured notes (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain
non-U.S.
persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The securities to be offered in the Offering have not been registered under the Securities Act, or any state securities laws and, absent such registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This Current Report on Form
8-K,
including Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security.
 
Section 9
Financial Statements and Exhibits
 
Item 9.01
Financial Statements and Exhibits
 
99.1
  
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: March 1, 2021     COMPASS DIVERSIFIED HOLDINGS
    By:   /s/ Ryan J. Faulkingham
      Ryan J. Faulkingham
     
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.
 
Date: March 1, 2021    
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
    By:   /s/ Ryan J. Faulkingham
      Ryan J. Faulkingham
     
Chief Financial Officer