Compass Diversified Holdings — M&A Activity 2016

Sep 26, 2016

8-K 1 tridiensale.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2016 Workiva Document

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): September 26, 2016 (September 21, 2016)

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.)

Sixty One Wilton Road

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 Regulation FD

Item 7.01 Regulation FD Disclosure

On September 22, 2016, Compass Diversified Holdings (“Holdings”) issued a press release announcing that Compass Group Diversified Holdings LLC (the “Company,” and together with Holdings, collectively “CODI,” “us” or “we”) has entered into a definitive agreement and plan of merger (“Agreement”) with a wholly owned subsidiary of Hill-Rom Holdings, Inc. (“Purchaser”) relating to CODI’s majority owned subsidiary, Anodyne Medical Device, Inc., also doing business and known as Tridien Medical (“Tridien”), and consummated the merger contemplated by the Agreement, resulting in Tridien becoming a wholly owned subsidiary of Purchaser. Tridien was sold for a total enterprise value of $25 million. After the allocation of the sales price to non-controlling equityholders and the payment of transaction expenses, CODI received approximately $21 million of proceeds from the sale at closing. This amount was in respect of its debt and equity interests in Tridien, which was acquired by CODI on August 1, 2006, and the payment of accrued interest and fees. CODI does not expect to record a significant gain or loss as a result of the sale. The proceeds will be used to pay down outstanding debt under Tridien’s revolving credit facility with CODI. A copy of the press release is attached as Exhibit 99.1 hereto.

The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

d) Exhibits

The following exhibits are furnished herewith:

Exhibit	Description
99.1	Press Release of CODI dated September 22, 2016 announcing the sale of Tridien Medical.

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, 2016
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, 2016
By:	/s/ Ryan J. Faulkingham
	Ryan J. Faulkingham
	Chief Financial Officer