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8-K - FORM 8-K - Compass Group Diversified Holdings LLC | w84163e8vk.htm |
EX-10.1 - EX-10.1 - Compass Group Diversified Holdings LLC | w84163exv10w1.htm |
EX-10.2 - EX-10.2 - Compass Group Diversified Holdings LLC | w84163exv10w2.htm |
EX-99.1 - EX-99.1 - Compass Group Diversified Holdings LLC | w84163exv99w1.htm |
Exhibit 99.2
Compass Diversified Holdings
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Investor Relations and Media Contacts: | |
James J. Bottiglieri
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The IGB Group | |
Chief Financial Officer
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Leon Berman / Michael Cimini | |
203.221.1703
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212.477.8438 / 212.477.8261 | |
jbottiglieri@compassdiversifiedholdings.com
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lberman@igbir.com / mcimini@igbir.com |
Compass Diversified Holdings Acquires CamelBak Products, LLC
Accretive Acquisition Expands Family of Niche Market Leaders
Westport, Conn., August 25, 2011 Compass Diversified Holdings (NYSE: CODI) (CODI or the
Company), an owner of leading middle market businesses, announced today that it acquired a
controlling interest in CamelBak Products, LLC (CamelBak) on August 24, 2011.
Based in Petaluma, California and founded in 1989, CamelBak invented the hands-free hydration
category and is the global leader in personal hydration gear. The company offers a complete line of
technical hydration packs, reusable BPA-free water bottles, performance hydration accessories,
specialized military gloves and performance accessories for outdoor, recreation and military use.
CamelBaks reputation as an innovator of best-in-class personal hydration products has enabled the
company to establish preferred partnerships with leading national retailers, sporting goods stores,
independent and chain specialty retailers and the U.S. military. Through its global distribution
network, CamelBak products are available in more than 50 countries worldwide. For the year ended
December 31, 2010, CamelBak reported revenue of approximately $122.2 million.
The purchase price of $257.5 million for the membership interests of CamelBak is based on a total
enterprise value of $245.0 million and included $12.5 million of cash and working capital
adjustments. The acquisition was consummated through a majority-owned subsidiary, CamelBak
Acquisition Corp. This structure will allow CODI to amortize a substantial portion of the purchase
price for tax purposes. CODI funded the acquisition through drawings on its Revolving Credit
Facility, as well as through funds provided by a private placement of 1.575 million of its common
shares at the closing market price of $12.50 per share on August 23, 2011, to CGI Magyar Holdings
LLC (CMH), its largest shareholder. An affiliate of CMH also purchased $45.0 million of
convertible preferred stock in CamelBak Acquisition Corp. Acquisition related costs were
approximately $4.2 million.
CODIs initial common equity ownership in CamelBak Acquisition Corp. is approximately 89.9%. In
addition to its equity investment in CamelBak Acquisition Corp., CODI provided loans totaling
$145.2 million to CamelBak as part of the transaction. CamelBaks management team and a lender in
CODIs Revolving Credit Facility also invested in the transaction alongside CODI.
Commenting on the acquisition, Alan Offenberg, CEO of CODI, said, We are pleased to further expand
our family of niche market leaders with the acquisition of CamelBak. This company possesses the
critical characteristics that we seek in all of our subsidiaries, including market leadership,
strong operating history and cash flow levels, proven management and compelling growth
opportunities. CamelBak is an industry pioneer with strong brand recognition as the premier
innovator of personal hydration products, offering superior performance as well as important health
and environmental benefits. We expect to capitalize on the companys strong market position, as
well as favorable macro trends, including the growing demand for improved everyday hydration. We
believe CamelBak will continue to evolve its leading product and innovation platform and strengthen
its relationships with top retailers and the military, thereby increasing consumer penetration
levels globally. We look forward to working with CamelBak to continue to accelerate their growth.
Mr. Offenberg added, We expect the acquisition of CamelBak to provide our owners with fifteen to
twenty cents per share of cash flow accretion on a full year basis. This acquisition increases the
number of businesses we own to nine and further enhances our ability to provide attractive cash
distributions and create significant value for our owners.
Sally McCoy, Chief Executive Officer of CamelBak, will continue to serve in the same capacity at
the company. Ms. McCoy commented, CamelBaks mission is to continuously reinvent and forever
change the way people hydrate and perform. CODIs acquisition of CamelBak provides an exciting
opportunity to further that mission. We are eager to leverage the unique strengths of CODIs
financing structure and history of working with established middle market companies to build upon
our track record of success in providing advanced hydration solutions for customers on a worldwide
basis.
Additional information on the acquisition will be available on the Companys current report on Form
8-K that will be filed with the Securities and Exchange Commission later today.
About Compass Diversified Holdings (CODI)
Compass Diversified Holdings (CODI) owns and manages a diverse family of established North
American middle market businesses. Each of its nine subsidiaries is a leader in their niche market.
CODI maintains controlling ownership interests in each of its subsidiaries in order to maximize its
ability to impact long term cash flow generation and value. The Company provides both debt and
equity capital for its subsidiaries, contributing to their financial and operating flexibility.
CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the
Company and to make cash distributions to its owners.
Our subsidiaries are engaged in the following lines of business:
| The manufacture of quick-turn, prototype and production rigid printed circuit boards (Advanced Circuits, www.advancedcircuits.com); |
| The design and manufacture of promotionally priced upholstered furniture (American Furniture Manufacturing, www.americanfurn.net); | ||
| The design and manufacture of medical therapeutic support surfaces and other wound treatment devices (Anodyne Medical Device, also doing business and known as Tridien Medical, www.anodynemedicaldevice.com); | ||
| The design and manufacture of personal hydration products for outdoor, recreation and military use (CamelBak Products, www.camelbak.com); | ||
| The design and marketing of wearable baby carriers and related products (ERGObaby, www.ergobabycarriers.com); | ||
| The design, manufacture and marketing of premium suspension products for mountain bikes and powered off-road vehicles (Fox Racing Shox, www.foxracingshox.com); | ||
| The design, sourcing and fulfillment of logo based promotional products (HALO Branded Solutions, www.halo.com); | ||
| The design and manufacture of premium home and gun safes (Liberty Safe, www.libertysafe.com); and | ||
| The provision of temporary staffing services, operating approximately 300 locations in 29 states (Staffmark, www.staffmark.com). |
To find out more about Compass Diversified Holdings, please visit
www.compassdiversifiedholdings.com.
This press release may contain certain forward-looking statements, including statements with regard
to the future performance of the Company. Words such as believes, expects, projects, and
future or similar expressions, are intended to identify forward-looking statements. These
forward-looking statements are subject to the inherent uncertainties in predicting future results
and conditions. Certain factors could cause actual results to differ materially from those
projected in these forward-looking statements, and some of these factors are enumerated in the risk
factor discussion in the Form 10-K filed by CODI with the Securities and Exchange Commission for
the year ended December 31, 2010 and other filings with the Securities and Exchange Commission.
CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
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