Compass Diversified Announces Definitive Agreement to Sell Sterno’s Food Service Business for $292.5 Million and Accelerate Deleveraging
Under the terms of the agreement, Archer will acquire Sterno’s food service business for an enterprise value of
The Company will use the net proceeds from the transaction to repay outstanding debt. Following the closing of the transaction and the anticipated repayment of senior secured indebtedness, CODI expects its senior secured net leverage ratio to fall below 1.0x. Following the anticipated repayment, CODI also expects to avoid fees associated with excess leverage under its senior secured indebtedness beyond
Following the transaction, CODI will retain Sterno’s home fragrance business, which will continue to operate under the Rimports name. Headquartered in
“This transaction is a critical step in reducing leverage at CODI and reflects our commitment to taking decisive action — strategically selling businesses, rapidly deleveraging the balance sheet and addressing the gap between the market price and our intrinsic value,” said
The transaction is subject to customary closing conditions, including applicable regulatory approvals, and is expected to close in
About
CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, expectations with respect to the sale of Sterno. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “future,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These statements are based on beliefs and assumptions by management, and on information currently available to management. These statements involve risk and uncertainties that could cause actual results and outcomes to differ, perhaps materially, including but not limited to: the risk that the sale of Sterno may not be completed in a timely manner or at all; risks associated with the disposition of Sterno generally, such as the inability to obtain, delays in obtaining, or the imposition of burdensome conditions imposed in connection with obtaining regulatory approval and the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into for the disposition of Sterno; the risks to the Company’s financial condition associated with the fees that will be incurred under its senior credit facility if leverage is not reduced prior to the milestone dates set forth in the senior credit facility; and the effect of the announcement or pendency of the sale on Sterno’s or Rimport’s business relationships, performance, and business generally. Please see CODI’s Annual Report on Form 10-K for the year ended
Compass Diversified Investor Relations
irinquiry@compassdiversified.com
| Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation (Unaudited) |
|||||||||||
| Year ended |
|||||||||||
| (in thousands) | Sterno Food Service |
Rimports | Sterno Group |
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| Net income from continuing operations | $ | 11,341 | $ | 15,542 | $ | 26,883 | |||||
| Adjusted for: | |||||||||||
| Provision (benefit) for income taxes | 7,766 | 54 | 7,820 | ||||||||
| Interest expense, net | — | — | — | ||||||||
| Intercompany interest | 8,238 | — | 8,238 | ||||||||
| Depreciation and amortization | 1,797 | 12,522 | 14,319 | ||||||||
| EBITDA | 29,142 | 28,118 | 57,260 | ||||||||
| Other (income) expense | 30 | (433 | ) | (403 | ) | ||||||
| Non-controlling shareholder compensation | 1,158 | — | 1,158 | ||||||||
| Other | — | 391 | 391 | ||||||||
| Adjusted EBITDA | $ | 30,330 | $ | 28,076 | $ | 58,406 | |||||
Source: Compass Diversified Holdings
