8-K
COMPASS GROUP DIVERSIFIED HOLDINGS LLCCTCT00013451220001345126false 0001345126 2024-04-12 2024-04-12 0001345126 codi:CompassGroupDiversifiedHoldingsLlcMember 2024-04-12 2024-04-12 0001345126 codi:SeriesAPreferredSharesRepresentingSeriesATrustPreferredInterestInCompassDiversifiedHoldingsMember 2024-04-12 2024-04-12 0001345126 codi:SeriesCPreferredSharesRepresentingSeriesCTrustPreferredInterestInCompassDiversifiedHoldingsMember 2024-04-12 2024-04-12 0001345126 codi:SharesRepresentingBeneficialInterestsInCompassDiversifiedHoldingsMember 2024-04-12 2024-04-12 0001345126 codi:SeriesBPreferredSharesRepresentingSeriesBTrustPreferredInterestInCompassDiversifiedHoldingsMember 2024-04-12 2024-04-12
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2024
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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COMPASS GROUP DIVERSIFIED
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Shares representing beneficial interests in Compass Diversified Holdings |
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CODI |
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New York Stock Exchange |
Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR A |
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New York Stock Exchange |
Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR B |
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New York Stock Exchange |
Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings |
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CODI PR C |
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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. ☐
On April 12, 2024, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company” and, together with the Trust, “CODI”) filed with the Securities and Exchange Commission a prospectus supplement to CODI’s Registration Statement on Form
S-3ASR
(File
No. 333-259374)
(the “Registration Statement”) relating to the resale from time to time by certain selling shareholders of up to 8,631,000 common shares representing beneficial interests in the Trust. In connection with the filing of the prospectus supplement, CODI is filing the legal opinions of Richards, Layton & Finger, P.A. as Exhibits 5.1 and 5.2 to this Current Report on Form
8-K,
which are incorporated by reference into the Registration Statement.
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Financial Statements and Exhibits |
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.
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Date: April 12, 2024 |
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COMPASS DIVERSIFIED HOLDINGS |
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By: |
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/s/ Ryan J. Faulkingham |
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Ryan J. Faulkingham |
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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.
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Date: April 12, 2024 |
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COMPASS GROUP DIVERSIFIED HOLDINGS LLC |
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By: |
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/s/ Ryan J. Faulkingham |
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Ryan J. Faulkingham |
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Chief Financial Officer |