Compass Diversified : At Market Issuance Sales Agreement (Form 8-K)

Entry into a Material Definitive Agreement

On September 7, 2021, Compass Diversified Holdings (the 'Trust') and Compass Group Diversified Holdings LLC (the 'Company' and, together with the Trust, 'CODI'), together with Compass Group Management LLC, entered into an At Market Issuance Sales Agreement (the 'Sales Agreement') with B. Riley Securities, Inc. ('B. Riley') and Goldman Sachs & Co. LLC ('Goldman'), pursuant to which CODI may sell common shares of the Trust having an aggregate offering price of up to $500 million (the 'Shares'), from time to time through B. Riley and Goldman, acting as sales agents and/or principals (each a 'Sales Agent' and, collectively, the 'Sales Agents').

Pursuant to the Sales Agreement, the Shares may be offered and sold through each Sales Agent, acting separately, in ordinary brokers' transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be 'at the market offerings' as defined in Rule 415 under the Securities Act or through a combination of any such methods of sale. Under the Sales Agreement, each Sales Agent will be entitled to compensation equal to 1.75% of the gross proceeds of the Shares it sells from time to time under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell on CODI's behalf any Shares to be offered by CODI under the Sales Agreement. CODI has no obligation to sell any of the Shares under the Sales Agreement, and CODI or any Sales Agent may at any time suspend sales of Shares under the Sales Agreement.

The Shares will be issued pursuant to CODI's Registration Statement on

Form

S-3

(File No. 333-259374)

(the 'Registration Statement'). CODI has filed a prospectus supplement, dated September 7, 2021, to the prospectus, dated September 7, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

In connection with the filing of the Sales Agreement, CODI is filing as Exhibit 5.1 and 5.2 to this Current Report on Form

8-K

the opinions of Richards, Layton & Finger P.A., its Delaware counsel, and as Exhibit 8.1 to this Current Report on Form

8-K

the opinion of Squire Patton Boggs (US) LLP with respect to certain tax matters.

Section 9 Financial Statements and Exhibits

Financial Statements and Exhibits

1.1		At Market Issuance Sales Agreement, dated September 7, 2021, among the Company, the Trust, Compass Group Management LLC, B. Riley Securities, Inc. and Goldman Sachs & Co. LLC.
5.1		Legality Opinion of Richards, Layton & Finger, P.A. as to the Trust.
5.2		Legality Opinion of Richards, Layton & Finger P.A. as to the Company.
8.1		Opinion of Squire Patton Boggs (US) LLP regarding certain tax matters.
23.1		Consent of Richards, Layton & Finger, P.A. (contained in Exhibits 5.1 and 5.2 hereto).
23.2		Consent of Squire Patton Boggs (US) LLP (contained in Exhibit 8.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)