D/b/a Compass Diversified Holdings Shares Of Beneficial Interest · NYSE:CODI
D/b/a Compass Diversified Holdings Shares Of Beneficial Interest — Compass Diversified Holdings — Merger or Acquisition (September 2020)
12 slides from D/b/a Compass Diversified Holdings Shares Of Beneficial Interest's merger presentation, Sep 22, 2020
Slide 1: Compass Diversified – Dialed In
COMPASS | DIALED IN.” DIVERSIFIED
Slide 2: Forward Looking Statements
Forward Looking Statements CAUTIONARY NOTES ON FORWARD LOOKING STATEMENTS All non-historical statements in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words
Slide 3: Link to watch video here
Link to watch video here 3
Slide 4: Inventor and Market Share Leader of Dial-Based Fit Systems
Inventor and Market Share Leader of Dial-Based Fit Systems BOA Fit System 400 Founded in 2001 Global end market Broad intellectual Large addressable to improve snowboarding sales (majority of property position market Strategic Brand Partners experience and quickly sales outside the US) Globally expa
Slide 5: Large Addressable Market Opportunity
LARGE ADDRESSABLE MARKET OPPORTUNITY + 700mm % of TAM — ~16–17mm pairs of 3 current sales of systems pairs of footwear sold globally in price lanes and categories where the company’s products enhance value PROPRIETARY BOA® FIT SYSTEM ENHANCES PERFORMANCE Strategic AND CONVENIENCE • Recently launched
Slide 6: BOA's Exceptional Financial Profile
BOA’s Exceptional Financial Profile >$100mm of revenue; ~$30mm of EBITDA ~30% EBITDA margins, low CapEx (roughly 4% of sales) Negative working capital ~18% 2017–2019 revenue CAGR 2020 financial performance negatively impacted due to COVID, however, tracking to be roughly flat in 2020 to 2019 6
Slide 7: Terms of the Transaction
Terms of the Transaction $454mm purchase price Expected close on or before October 31, 2020 Management and sellers rolling over ~$62mm; will become ~18% equity owners CGM will reduce its management fee on BOA assets by 50% or ~$5.7mm through the end of 2021 in order to support cash flow while COVID
Slide 8: Financed with Cash on Hand, Revolver Borrowings
Financed with Cash on Hand, Revolver Borrowings ~$ 1 100mm of cash at CODI Expected to draw on revolver; leaving ~$ 300mm availability of ~$300mm (does not include upsize option of $250mm) $ 2 276mm LTM June 2020 pro forma adjusted EBITDA ~ Total leverage3, pro forma for transaction total 3.3x outst
Slide 9: Negotiated Transaction In Lieu of Broad Auction Process
Negotiated Transaction In Lieu of Broad Auction Process Met with management pre-COVID Contacted BOA’s advisors after economy reopened to pursue negotiated transaction CODI’s permanent capital model provided competitive advantage and ‘certainty to close’ Awarded exclusivity to pursue acquisition in e
Slide 10: Transforming CODI's Portfolio
Transforming CODI’s Portfolio THE COMPOSITION OF CODI’S AS A RESULT OF THESE STRATEGIC ON A PRO FORMA BASIS, PORTFOLIO HAS CHANGED MOVES, THE CODI PORTFOLIO HAS: INCREASED BRANDED CONSUMER SIGNIFICANTLY OVER THE PAST • Achieved a faster core growth rate EBITDA CONCENTRATION TO OVER TWO YEARS HALF TH
Slide 11: CODI Capital Allocation
CODI Capital Allocation Clean Earth Manitoba Harvest Total BOA Marucci BOA + Marucci (LTM 6/30/19) (FY 2018) Divested (estimated FY 2019) (estimated FY 2019) (estimated FY 2019) EBITDA $42 $5 $47 $30 $14 $44 CapEx $11 $0 $11 $4 $1 $5 Cash Taxes $1 $0 $1 $5 $0 $5 Cash Flow to $30 $5 $35 $21 $13 $34 C
Slide 12: Thank you!
Thank you! 12
Compass Diversified Holdings — Merger or Acquisition (September 2020) on 6ix