UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2007
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
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Delaware
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0-51937
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57-6218917 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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Delaware
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0-51938
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20-3812051 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
Sixty One Wilton Road
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events
Item 8.01 Other Events
Compass Group Diversified Holdings
LLC (the Company) and Compass Diversified Holdings
(the Trust and, together with the Company, collectively CODI, us or we) acquires and
manages small to middle market businesses in the ordinary course of its business. The following
description relates to the recent acquisition of a business by CBS Personnel Holdings, Inc. (CBS
Personnel), one of CODIs subsidiary businesses.
Staffmark Investment LLC.
On December 19, 2007, CODI announced that one of its majority-owned subsidiary businesses, CBS
Personnel, entered into a Purchase Agreement (the Purchase Agreement) with Staffmark Holding LLC
(the Seller), Staffmark Merger LLC, Staffmark Investment LLC (Staffmark), SF Holding Corp., and
Stephens-SM LLC, to purchase all of the issued and outstanding capital stock of Staffmark (the
Acquisition). Upon consummation of the acquisition, Staffmark will become a wholly-owned
subsidiary of CBS Personnel. The purchase price for the Acquisition consists of the repayment of
approximately $80 million of Staffmark debt and approximately $47.9 million of CBS Personnel common
stock. Staffmarks existing stockholders will retain
approximately 29% of the equity, on a fully
diluted basis, in CBS Personnel following the Acquisition. The parties have made customary
representations, warranties and covenants in the Purchase Agreement,
including, among others, that
CBS Personnel and Staffmark will conduct their respective businesses in the ordinary course of business during the
interim period between the execution of the Purchase Agreement and the closing of the Acquisition
(the Closing), and that neither CBS Personnel nor Staffmark will engage in certain types of
transactions during such period.
Each partys obligation to effect the Acquisition is subject to the fulfillment of certain
conditions specified in the Purchase Agreement, including, among others, (i) the absence of any
order prohibiting the Closing, (ii) subject to certain exceptions, the accuracy of representations
and warranties of the other party and (iii) material compliance of the other party with its
covenants. The Purchase Agreement may be terminated (i) at any time prior to the Closing by mutual
written consent of the parties, (ii) by either CBS Personnel or Seller by written notice to the
other if the Closing has not taken place on or before February 28, 2008, subject to certain
exceptions and (iii) under other customary circumstances set forth in the Purchase Agreement.
Staffmark is a leading provider of commercial staffing services in the United States.
Staffmark provides staffing services in 29 states through 222 branches and on-site locations. The
majority of Staffmarks revenues are derived from light industrial staffing, with the balance of
revenues derived from administrative and transportation staffing, permanent placement services and
managed solutions. Similar to CBS Personnel, Staffmark is one of the largest privately held
staffing companies in the United States.
Compass Group Management LLC, our manager, is acting as an advisor to CBS Personnel in the
transaction for which it will receive fees and expense payments totaling approximately $1.23
million.
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
99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 |
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Purchase Agreement dated December 19, 2007, among CBS Personnel Holdings, Inc. and Staffing
Holding LLC, Staffmark Merger LLC, Staffmark Investment LLC, SF Holding Corp., and Stephens-SM
LLC |
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99.2 |
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Press Release of the Company dated December 19, 2007 announcing the purchase of Staffmark stock. |
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