Compass Diversified Holdings Announces Proposed Private Add-on Offering of $200 Million of 8.000% Senior Unsecured Notes Due 2026

WESTPORT, Conn., May 05, 2020 (GLOBE NEWSWIRE) -- Compass Diversified Holdings (NYSE: CODI) (“CODI”), a Delaware statutory trust and the sole owner of 100% of the trust interests in Compass Group Diversified Holdings, LLC (the “Company”), and the Company announced today that the Company intends, subject to market and other conditions, to commence a private add-on offering of $200 million aggregate principal amount of the Company’s 8.000% Senior Notes due 2026 (the “Additional Notes”). The Additional Notes will be issued under the indenture dated as of April 18, 2018 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee. The Company previously issued 8.000% Senior Notes due 2026 in the aggregate principal amount of $400 million under the Indenture (the “Existing Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes will be identical in all respects to, and will be treated as a single class for all purposes under the Indenture with, the Existing Notes, except that the Additional Notes will have a different issuance date and may have a different issuance price. The Notes will mature on May 1, 2026. Interest will accrue on the Additional Notes from May 1, 2020, and the first interest payment date will be November 1, 2020.

The Company intends to use the net proceeds from the sale of the Additional Notes and the Trust’s recently announced common share offering to repay the outstanding balance on the Company’s existing revolving credit facility, with the remainder of the net proceeds from this offering to be used to provide the Company with liquidity to allow it to opportunistically pursue future acquisitions and for general corporate purposes.

The Additional Notes will be the Company’s senior unsecured obligations and will not be guaranteed by any of the Company’s subsidiaries.

The Additional Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Additional Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.