Fox Factory Holding Corp. (NasdaqGS:FOXF) entered into a definitive Agreement and Plan of Merger to acquire Wheelhouse Holdings Inc. from Compass Group Diversified Holdings LLC and others at an enterprise value of approximately $570 million on November 1, 2023. To support its capital allocation strategy, including the Marucci transaction, Fox Factory entered into a commitment letter to secure a term loan in an amount not to exceed $400.0 million and a delayed draw term loan in an amount not to exceed $200.0 million through its existing credit facility.

The transaction is subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) the absence of any court order, law enacted by any governmental authority or pending or threatened proceeding preventing consummation of the transactions contemplated by the Agreement, (iii) performance in all material respects by the other party of its covenants, (iv) the expiration or termination of all applicable waiting periods and the receipt of any required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (v) the approval of the Agreement and the transactions contemplated thereby by the affirmative vote of a majority of the Wheelhouse stockholders. Purchaser's and Merger Sub?s obligations to consummate the transactions contemplated by the Agreement are also subject to the condition that no material adverse effect, which is continuing, will have occurred with respect to the Wheelhouse business prior to closing. The Stockholder Consent shall have been obtained.

The sale is expected to close in the fourth quarter of 2023. The proceeds received by the Company will be used to pay down outstand ing debt under the Company?s revolving credit facility and for general corporate purposes. Evan A. Toebbe of Squire Patton Boggs (US) LLP acted as legal advisor to Fox Factory, Inc. Gabrielle N. DiBernardi of Ropes & Gray LLP acted as legal advisor to Wheelhouse Holdings Inc. and Compass Group Diversified Holdings LLC.

Jones Walker LLP acted as legal advisor to Compass Diversified. Jefferies LLC acted as exclusive financial advisor Compass Diversified.