Compass Diversified Holdings and Compass Group Diversified Holdings LLC filed a Form 8-K on August 10, 2026, disclosing a Sixth Amendment to their Credit Agreement signed on August 6, 2026, along with the announcement of consolidated operating results for the three and six months ended June 30, 2026.

Key Highlights

  • Revolving commitments reduced: Aggregate revolving commitments under the Credit Agreement decreased from $100,000,000 to $54,000,000.
  • Maturity extended: The maturity date of the Credit Agreement was extended to January 12, 2028.
  • Leverage ratio requirements: The company must maintain a Consolidated Total Leverage Ratio of 5.75 to 1.00 for the fiscal quarter ending September 30, 2026, stepping down to 4.50 to 1.00 for each fiscal quarter after September 30, 2027.
  • Incremental facilities cap lowered: The aggregate amount available under the incremental facilities was decreased from $250,000,000 to $150,000,000.
  • Milestone fee waived and new fee established: Lenders will waive payment of milestone fees under the Fifth Amendment Transaction Letter, but a new $4,000,000 milestone fee is required if term loans are not repaid on or prior to December 31, 2026.
  • Portfolio Company concentration limit cut: The portion of Combined Eligible Availability attributable to any one Portfolio Company decreased from 40% to 25%.
  • Quarterly results announced: A press release covering consolidated operating results for the three and six months ended June 30, 2026, was furnished as Exhibit 99.1.

Key Terms of CODI's Sixth Amendment to Its Credit Agreement

According to the filing, Compass Group Diversified Holdings LLC entered into the Sixth Amendment to its Third Amended and Restated Credit Agreement on August 6, 2026, with Bank of America, N.A. acting as Administrative Agent, along with lenders representing more than 50% of total credit exposure under the Credit Agreement. The amendment introduces several structural changes to the facility, including a reduction in aggregate revolving commitments from $100,000,000 to $54,000,000 and an extension of the maturity date to January 12, 2028.

The filing discloses that the Sixth Amendment also removes the Incremental Delayed Draw Term Loan facility entirely and reduces the aggregate amount available under incremental facilities from $250,000,000 to $150,000,000. The concentration limit for any single Portfolio Company's contribution to Combined Eligible Availability is reduced from 40% to 25%, the company reported. Additionally, Rimports Holdings, Inc. and certain other Portfolio Companies, as approved by the Administrative Agent, along with their subsidiaries, will be permitted to enter into supply chain financing arrangements.

The company disclosed that it must satisfy a series of Consolidated Total Leverage Ratio covenants: 5.75 to 1.00 for the fiscal quarter ending September 30, 2026; 5.25 to 1.00 for the fiscal quarters ending December 31, 2026 and March 31, 2027; 5.00 to 1.00 for the fiscal quarters ending June 30, 2027 and September 30, 2027; and 4.50 to 1.00 for each fiscal quarter thereafter. The filing also states that the company and its subsidiaries will be permitted to pay fees pursuant to the Ninth Amended and Restated Management Services Agreement, dated as of July 12, 2026, between the Company and Compass Group Management LLC. The filing notes that the foregoing description of the Sixth Amendment "is a summary only and is qualified in their entirety by reference to the complete text of the Sixth Amendment," attached as Exhibit 10.1.

What Was Disclosed

CODI disclosed on August 10, 2026, a Sixth Amendment to its Credit Agreement reducing revolving commitments, extending maturity to January 12, 2028, revising leverage ratio covenants, and establishing a $4,000,000 milestone fee contingent on term loan repayment by December 31, 2026. Quarterly operating results were also furnished.