Compass Diversified Holdings Announces Underwriters’ Full Exercise of Over-Allotment Option on Series C Cumulative Preferre...
03 December 2019 - 12:30AM
Compass Diversified Holdings (NYSE: CODI) (“CODI” or the
“Company”), an owner of leading middle market businesses, announced
today that the underwriters of its 7.875% Series C Cumulative
Preferred Shares, with a liquidation preference of $25.00 per
share, have exercised in full their option to purchase an
additional 600,000 Series C Cumulative Preferred Shares, which is
expected to result in approximately $14.5 million of additional
proceeds to the Company upon closing on December 2, 2019, after
deducting the underwriting discount and estimated offering expenses
payable by the Company. This will bring the total net proceeds from
the offering to approximately $110.9 million after deducting the
underwriting discount and estimated offering expenses payable by
the Company.
CODI used the net proceeds from the original
offering of 4,000,000 Series C Cumulative Preferred Shares,
together with its own cash, to repay in full the outstanding
balance of its term loan under its credit facility, and intends to
use the additional proceeds from the over-allotment option for
general corporate purposes.
Morgan Stanley, RBC Capital Markets and UBS
Investment Bank acted as joint book-running managers on the
offering. J.P. Morgan, Janney Montgomery Scott and William Blair
acted as co-managers for the offering. A copy of the final
prospectus relating to the offering may be obtained from the
following addresses:
Morgan Stanley & Co. LLC |
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RBC Capital Markets, LLC |
180 Varick Street |
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200 Vesey Street |
New York, New York 10014 |
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New York, New York 10281 |
Attn: Prospectus Department |
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Attn: Transaction Management |
Email:
prospectus@morganstanley.com |
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Telephone: (866) 375-6829 |
Telephone: (800) 584-6837 |
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UBS Securities
LLC |
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1285 Avenue of the Americas |
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New York, New York 10019 |
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Attn: Prospectus
Department |
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Telephone: (888) 827-7275 |
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The offering was 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 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 eight 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);
- 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
portable food warming fuels for the hospitality and consumer
markets, flameless candles and house and garden lighting for the
home decor market, and wickless candle products used for home decor
and fragrance systems (The Sterno
Group); and
- The design, manufacture and
marketing of airguns, archery products, optics and related
accessories (Velocity Outdoor).
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," “intends” 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,
2018, as retrospectively revised and recast through the Current
Report on Form 8-K filed on November 13, 2019, 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.
Compass
Diversified HoldingsRyan J. FaulkinghamChief Financial
Officer203.221.1703ryan@compassequity.com |
Investor Relations and Media Contact:The IGB GroupLeon
Berman212.477.8438lberman@igbir.com |
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