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Compass Diversified Holdings, et al. – ‘8-K/A’ for 7/12/22

On: Monday, 9/26/22, at 4:20pm ET · For: 7/12/22 · Accession #: 1345126-22-56 · File #s: 1-34926, 1-34927

  As Of               Filer                 Filing    For·On·As Docs:Size

 9/26/22  Compass Diversified Holdings      8-K/A:9     7/12/22   15:1.1M
          Compass Group Diversified Holdings LLC

Amendment to Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     61K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML      8K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML    272K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML    239K 
 5: EX-99.3     Miscellaneous Exhibit                               HTML    287K 
10: R1          Cover                                               HTML     60K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
11: XML         XBRL Instance -- codi-20220712_htm                   XML     36K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
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14: JSON        XBRL Instance as JSON Data -- MetaLinks               15±    23K 
15: ZIP         XBRL Zipped Folder -- 0001345126-22-000056-xbrl      Zip    102K

‘8-K/A’ — Amendment to Current Report

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i 0001345126 i true00013451262022-07-122022-07-120001345126codi:SharesRepresentingBeneficialInterestsInCompassDiversifiedHoldingsMember2022-07-122022-07-120001345126codi:SeriesAPreferredSharesRepresentingSeriesATrustPreferredInterestInCompassDiversifiedHoldingsMember2022-07-122022-07-120001345126codi:SeriesBPreferredSharesRepresentingSeriesBTrustPreferredInterestInCompassDiversifiedHoldingsMember2022-07-122022-07-120001345126codi:SeriesCPreferredSharesRepresentingSeriesCTrustPreferredInterestInCompassDiversifiedHoldingsMember2022-07-122022-07-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K/A

i Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i July 12, 2022

i COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

i Delaware

i 001-34927

i 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.)

i 301 Riverside Avenue, i Second Floor, i Westport, i CT i 06880

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: ( i 203) i 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:


i o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i o			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

i Shares representing beneficial interests in Compass Diversified Holdings

i CODI

i New York Stock Exchange

i Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings

i CODI PR A

i New York Stock Exchange

i Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings

i CODI PR B

i New York Stock Exchange

i Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings

i CODI PR C

i 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

i o

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. o

Explanatory Note

As previously disclosed, on July 12, 2022, Compass Group Diversified Holdings LLC (the "Company") and Compass Diversified Holdings ("Holdings," and together with the Company, collectively “CODI”, “us” or “we”) through its indirect subsidiary, Relentless Intermediate, Inc. ("Buyer"), acquired PrimaLoft Technologies Holdings, Inc. (“PrimaLoft”) pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated June 4, 2022, by and between Buyer and VP PrimaLoft Holdings, LLC ("Seller"). This Current Report on Form 8-K/A (the "Amended Report") updates the Current Report on Form 8-K filed by CODI on July 13, 2022 (the "Original Report") to include the audited consolidated financial statements of PrimaLoft and the unaudited pro forma financial information of CODI in accordance with Item 9.01 of Form 8-K. No other amendments to the Original Report are being made by the Amended Report.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of PrimaLoft for the fiscal year ended December 31, 2021 are attached hereto as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a) and made a part hereof.

The unaudited condensed consolidated interim financial statements of PrimaLoft for the six months ended June 30, 2022 and 2021 are attached hereto as Exhibit 99.2 and are incorporated by reference into this Item 9.01(a) and made a part thereof.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of CODI is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b) and made a part hereof: (i) unaudited condensed combined pro forma balance sheet at June 30, 2022 and notes thereto, and (ii) unaudited condensed combined pro forma statements of operations for the fiscal year ended December 31, 2021 and the six months ended June 30, 2022 and notes thereto.

(d) Exhibits.


23.1						Consent of RSM US LLP

99.1						Audited consolidated financial statements of PrimaLoft as of and for the year ended December 31, 2021

99.2						Unaudited interim condensed consolidated financial statements of PrimaLoft as of and for the six months ended June 30, 2022 and 2021

99.3						Unaudited P ro F orma condensed combined Balance Sheet of Compass Diversified Holdings at June 30, 2022 and notes thereto, and u naudited Pro Forma condensed combined Statements of Operations for the year ended December 31, 2021 and the six months ended June 30, 2022, and notes thereto

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: September 26, 2022	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: September 26, 2022	COMPASS GROUP DIVERSIFIED HOLDINGS LLC

	By:	/s/ *Ryan J. Faulkingham*

		Ryan J. Faulkingham
		Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K/A’ Filing	Date	Other Filings

Filed on:	9/26/22
	7/13/22	8-K
For Period end:	7/12/22	8-K
	6/30/22	10-Q, UPLOAD
	6/4/22	8-K
	12/31/21	10-K, SD
	6/30/21	10-Q
		List all Filings

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Filing Submission 0001345126-22-000056 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Compass Diversified Holdings, et al. – ‘8-K/A’ for 7/12/22

On: Monday, 9/26/22, at 4:20pm ET · For: 7/12/22 · Accession #: 1345126-22-56 · File #s: 1-34926, 1-34927

Previous ‘8-K’: ‘8-K’ on / for 8/3/22 · Next: ‘8-K’ on / for 10/4/22 · Latest: ‘8-K’ on / for 4/12/24

Amendment to Current Report — Form 8-KFiling Table of Contents

‘8-K/A’ — Amendment to Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K

Filing Table of Contents