Item 7.01 Regulation FD Disclosure


  On September 7, 2021,Compass Diversified Holdings ("Compass Diversified")
issued a press release announcing the acquisition of Lugano Diamonds & Jewelry,
Inc., a California corporation ("Lugano").
Based in Newport Beach, California and founded in 2004, Lugano makes
one-of-a-kind jewelry for some of the world's most discerning clientele. The
Company achieved approximately $30 million of adjusted EBITDA for the trailing
twelve month period ending June 30, 2021, with less than $1 million in
maintenance capital expenditures during that same period. Compass Diversified
will post a presentation on September 8, 2021 with additional information on
Lugano on its website at ir.compassdiversified.com in the coming days.
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. The
information on our website is not a part of this Current Report on Form 8-K.
Section 8   Other Events
Item 8.01  Other Events
Compass Diversified and Compass Group Diversified Holdings LLC (the "Company"
and, together with Compass Diversified, collectively "CODI," "us" or "we")
acquires and manages small to middle market businesses in the ordinary course of
its business. The following descriptions relates to the recent acquisition of
one such business.
Lugano
On September 3, 2021, the Company, through its newly formed acquisition
subsidiaries, Lugano Holding, Inc., a Delaware corporation ("Holdings"), and
Lugano Buyer, Inc., a Delaware corporation ("Buyer") and a wholly-owned
subsidiary of Holdings, acquired the issued and outstanding shares of stock of
Lugano other than the Rollover Shares described below (the "Transaction"). The
Transaction was effectuated pursuant to a Stock Purchase Agreement (the
"Purchase Agreement"), also dated September 3, 2021, by and among Buyer, the
Sellers named therein ("Sellers") and Mordechai Haim Ferder in his individual
capacity and as initial representative of the Sellers.
Concurrently with the execution and delivery of the Purchase Agreement, certain
of the Sellers executed agreements with Holdings pursuant to which they,
immediately prior to the effective time of the Transaction, contributed certain
shares of Lugano stock (the "Rollover Shares") to Holdings in exchange for
shares of Holdings stock (the "Seller Contribution"). Immediately following
consummation of the Seller Contribution, Holdings contributed the Rollover
Shares to Buyer.
The enterprise value for Lugano was $256 million. After removal of the Rollover
Shares, and making working capital and certain other adjustments, CODI paid
approximately $198 million in cash upon the closing of the Transaction, which
payments are subject to certain customary post-closing adjustments. The Company
funded the purchase price through cash on its balance sheet and a draw on its
revolving credit facility. Upon consummation of the Transaction and taking into
consideration the Seller Contribution, CODI directly owns approximately 60% of
Holdings, which in turn directly and indirectly owns all of issued and
outstanding equity interests of Buyer and Lugano.
The Purchase Agreement contains customary representations, warranties and
covenants. The Purchase Agreement also provides certain indemnification rights
and, in connection with closing, Buyer has obtained representation and warranty
insurance which will provide coverage for breaches of certain representation and
warranties contained in the Purchase Agreement, subject to deductibles and
certain other terms and conditions.
Concurrent with the Closing, the Company provided a credit facility to Lugano,
as borrower, and Buyer, as co-borrower, pursuant to which a secured revolving
loan commitment and secured term loan were made available to Lugano (the "Lugano
Credit Agreement"). The initial amount outstanding under these facilities on the
Closing Date was approximately $102 million. The loans advanced under the Lugano
Credit Agreement to Lugano are guaranteed by Holdings and are secured by
security interests in substantially all the assets and properties of

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Lugano, Buyer and Holdings, including a pledge by Buyer of all of the equity
interests in Lugano. In addition to being similar to the terms and conditions of
the credit facilities in place with its existing subsidiary businesses, the
Company believes that the agreed terms of the loans are fair and reasonable
given the leverage and risk profile of Lugano and its subsidiaries.
The foregoing brief description of the Purchase Agreement is not meant to be
exhaustive and is qualified in its entirety by the Purchase Agreement itself,
which is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
Section 9   Financial Statements and Exhibits
Item 9.01  Financial Statements and Exhibits
(a) Financial statements of the businesses acquired
To the extent required by this item, historical financial statements for the
Transaction referenced in Item 8.01 above will be filed in an amendment to this
Current Report on Form 8-K no later than 71 calendar days after the date of this
report is due.
(b) Pro forma financial information
To the extent required by this item, pro forma financial information relating to
the Transaction referenced in Item 8.01 above will be filed in an amendment to
this Current Report on Form 8-K no later than 71 calendar days after the date of
this report is due.
(d)  Exhibits.
Exhibit Number                Description

99.1                            Press Release dated September     7    , 2021 announcing the
                              Transaction  .

99.2                            Stock Purchase Agreement, dated September 3, 2021,     between Lugano
                              Buyer Inc., Mordechai Haim Ferder, as trustee of The Haim Family Trust
                              dated 2/24/2009, Edit Fintzi Ferder, as

trustee of The RF 2021 Irrevocable


                              Trust dated 8/30/2021, Mordechai Haim Ferder, as trustee of The TF 2021
                              Irrevocable Trust dated 8/30/2021, Simba IL Holdings, LLC and Mordechai
                              Haim Ferder in his individual capacity and as initial representative of
                              the Sellers.

                              Cover Page Interactive Data File (embedded within the Inline XBRL
104                           document)

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