Fox Factory, Inc. entered into a definitive agreement to acquire 100% stake in Wheelhouse Holdings Inc. from Compass Group Diversified Holdings LLC for an enterprise value of $572 million on November 1, 2023. The transaction is subject to certain working capital and other adjustments. CODI expects to realize a pre-tax gain on the sale of between $225 million to $245 million.

Fox will deliver to the Paying Agent, for further payment to the Eligible Holders pursuant to the Paying Agent Agreement, cash in an amount equal to (A) the Closing Per Share Merger Consideration. Proceeds from the transaction will be used to pay down outstanding debt and for general corporate purposes. The closing of this transaction is subject to customary terms and conditions, including regulatory approval and is expected to occur in November 2023.

The applicable waiting period under the HSR Act shall have expired or been terminated and any required approvals thereunder shall have been obtained. The approval of the Agreement and the transactions contemplated thereby by the affirmative vote of a majority of the Wheelhouse stockholders. Jefferies LLC is acting as exclusive financial advisor and Gabrielle N. DiBernardi of Ropes & Gray LLP and Jones Walker LLP are acting as legal counsel to CODI.

Evan A. Toebbe of Squire Patton Boggs (US) LLP is acting as legal counsel to FOX.