---
schema_version: "secwatch.filing_event.v1"
accession: "0001345126-25-000089"
form_type: "8-K"
ticker: null
cik: "0001345122"
company_name: "Compass Group Diversified Holdings LLC"
filed_at: "2025-12-19T23:59:59+00:00"
generated_at: "2026-05-16T12:32:24.403932+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Compass Diversified amends credit facility, waives defaults, restores $100M revolver

## Summary
- Waived existing events of default tied to financial covenants and subsidiary Lugano's Chapter 11 filing (Nov 17, 2025).
- Revolving commitments restored to $100M; interest rates SOFR + 1.50%-3.25% based on leverage ratio.
- Mandatory 100% repayment of net asset sale or deleveraging proceeds; bi-weekly 13-week cash flow forecasts required.
- Management fees capped at $15M/quarter; restricted payments limited to $10M/quarter unless leverage ≤4.50x.
- Milestone fees up to $9.5M if leverage not below 4.50x by March 31, 2027; revised financial covenants after Q1 2025.

## SEC filing metadata
- accession: 0001345126-25-000089
- form_type: 8-K
- cik: 0001345122
- company_name: Compass Group Diversified Holdings LLC
- filed_at: 2025-12-19T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1345122/000134512625000089/0001345126-25-000089-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1345122/000134512625000089/codi-20251219.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001345126-25-000089
- JSON: https://secwatch.observer/filing/0001345126-25-000089.json
- Plain text: https://secwatch.observer/filing/0001345126-25-000089.txt

## Key facts
- Material Agreements
  Compass Group Diversified Holdings LLC amended Fifth Amendment to Credit Agreement and Limited Waiver Agreement with Bank of America, N.A. valued at aggregate revolving commitments under the Credit Agreement will revert back to $100,000,000 (effective 2025-12-19).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A.
  - Value: aggregate revolving commitments under the Credit Agreement will revert back to $100,000,000
  - Effective: 2025-12-19
  source text: On December 19, 2025, Compass Group Diversified Holdings LLC (the “ Company ”) entered into a Fifth Amendment to Credit Agreement and Limited Waiver Agreement (the “ Fifth Amendment ”) and a Fifth Amendment Transaction Letter (the “ Transaction Letter ”), each with Bank of America, N.A. (the “ Administrative Agent ”), in its capacity as administrative agent for the lenders, swing line lender, and L/C issuer under that certain Third Amended and Restated Credit Agreement, dated as of July 12, 2022 (as amended, modified, extended, restated, replaced, or supplemented in writing from time to time, the “ Credit Agreement ”), and the lenders party to the Credit Agreement representing at least 50% of the total credit exposure of all lenders under the Credit Agreement (the “ Consenting Lenders ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1345122/000134512625000089/0001345126-25-000089-index.htm
- Material Agreements
  Compass Group Diversified Holdings LLC amended Fifth Amendment Transaction Letter with Bank of America, N.A. valued at milestone fees in the amount of $5,000,000, $6,500,000, $8,000,000 and $9,500,000 (effective 2025-12-19).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A.
  - Value: milestone fees in the amount of $5,000,000, $6,500,000, $8,000,000 and $9,500,000
  - Effective: 2025-12-19
  source text: On December 19, 2025, Compass Group Diversified Holdings LLC (the “ Company ”) entered into a Fifth Amendment to Credit Agreement and Limited Waiver Agreement (the “ Fifth Amendment ”) and a Fifth Amendment Transaction Letter (the “ Transaction Letter ”), each with Bank of America, N.A. (the “ Administrative Agent ”), in its capacity as administrative agent for the lenders, swing line lender, and L/C issuer under that certain Third Amended and Restated Credit Agreement, dated as of July 12, 2022 (as amended, modified, extended, restated, replaced, or supplemented in writing from time to time, the “ Credit Agreement ”), and the lenders party to the Credit Agreement representing at least 50% of the total credit exposure of all lenders under the Credit Agreement (the “ Consenting Lenders ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1345122/000134512625000089/0001345126-25-000089-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.