PROSPECTUS SUPPLEMENT
(To Prospectus dated November 13, 2019)
4,000,000 Shares
7.875%
Series C Cumulative Preferred Shares
Each Series C Cumulative Preferred Share Represents One Corresponding
Beneficial Interest in Compass Diversified Holdings
We are offering
4,000,000 shares of 7.875% Series C Cumulative Preferred Shares (the Series C Preferred Shares or the Shares) of Compass Diversified Holdings, which we refer to as the trust.
Holders of Series C Preferred Shares will be entitled to receive cumulative cash distributions at a rate equal to 7.875% per annum.
Distributions will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, when and as declared by the board of directors of Compass Group Diversified Holdings LLC, which we refer to as the company, beginning on
January 30, 2020, except in each case where such day is not a business day. Distributions will accumulate and be cumulative from, and including, the date of original issuance of the Series C Preferred Shares.
At any time or from time to time on or after January 30, 2025, we may, at our option, redeem the Series C Preferred Shares, in whole or in part,
at a price of $25.00 per Series C Preferred Share plus any accumulated and unpaid distributions thereon (whether or not authorized or declared) to, but excluding, the redemption date. See Description of the Series C Preferred
SharesOptional Redemption. If a Tax Redemption Event (as defined herein) occurs prior to January 30, 2025, we may, at our option, redeem the Series C Preferred Shares, in whole but not in part, at a price of $25.25 per Series C Preferred
Share plus any accumulated and unpaid distributions thereon (whether or not authorized or declared) to, but excluding, the redemption date. We may be required to make an offer to repurchase the Series C Preferred Shares upon the occurrence of
certain corporate events. See Description of the Series C Preferred SharesRepurchase at the Option of Holders upon a Fundamental Change. The Series C Preferred Shares will rank equally with other series of our parity shares,
junior to our senior shares and senior to our junior shares (as such terms are defined herein) with respect to payment of distributions and distribution of our assets upon our liquidation, dissolution or winding up. See Description of the
Series C Preferred SharesRanking. The Series C Preferred Shares will not have any voting rights, except as set forth under Description of the Series C Preferred SharesVoting Rights.
Each Series C Preferred Share of the trust corresponds to one Series C Trust Preferred Interest of the company.
You should read this prospectus supplement and the accompanying prospectus carefully before you invest. Investing in the Series C Preferred
Shares involves risks. See the section entitled Risk Factors, beginning on page S-17 of this prospectus supplement and in the documents we file with the
Securities and Exchange Commission that are incorporated in this prospectus supplement and the accompanying prospectus by reference for certain risks and uncertainties you should consider.
We intend to apply to list the Series C Preferred Shares on the New York Stock Exchange (the NYSE) under the symbol
CODI PR C. If the application is approved, we expect trading of the Series C Preferred Shares on the NYSE to begin within 30 days after the Series C Preferred Shares are first issued.
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
Total
|
|
Public offering price
|
|
$
|
25.0000
|
|
|
$
|
100,000,000
|
|
Underwriting discount and commissions
|
|
$
|
0.7875
|
|
|
$
|
3,150,000
|
|
Proceeds, before expenses, to us (1)
|
|
$
|
24.2125
|
|
|
$
|
96,850,000
|
|
(1)
|
Assumes no exercise of the underwriters over-allotment option described below.
|
We have granted the underwriters the option to purchase, exercisable within 30 days of the date of this prospectus supplement, up to 600,000
additional Series C Preferred Shares on the same terms and conditions set forth above, solely to cover over-allotments.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The underwriters expect to deliver the Shares in book-entry form only, through the facilities of The Depository
Trust Company, against payment on or about November 20, 2019.
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
RBC Capital Markets
|
|
UBS Investment Bank
|
|
|
|
|
|
J.P. Morgan
|
|
Janney Montgomery Scott
|
|
William Blair
|
Prospectus Supplement dated November 13, 2019