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Compass Diversified Holdings and Compass Group Diversified Holdings LLC entered into second supplemental indentures on September 9, 2025 for their 5.250% senior notes due 2029 and 5.000% senior notes due 2032. These changes allow special payment-in-kind, or non-cash, increases to note principal instead of cash payments.
The company will make a one-time fixed PIK payment of $17.50 per $1,000 of principal on September 17, 2025 to holders of record on September 16, 2025, and an additional 5.00% per annum interest PIK payment for each day from August 1, 2025 through the earlier of October 24, 2025 or the delivery of restated audited financials for 2022–2024 and unaudited first-quarter 2025 results. The filing also highlights ongoing Audit Committee investigations, potential financial restatements, internal control issues, NYSE listing compliance risks, and possible litigation or regulatory actions related to these matters.
Compass Diversified Holdings (CODI) disclosed that it previously indicated non-reliance on its 2024 financial statements and later expanded that to include 2022 and 2023 due to identified concerns and irregularities at subsidiary Lugano Holding, Inc. The company has been in regular communication with holders of its 5.250% 2029 notes and 5.000% 2032 notes about potential defaults under the indentures. To allow time to complete restatements for 2022–2024 and file Q1 and Q2 2025 reports, CODI entered a Forbearance Agreement on August 29, 2025 with certain supporting holders and the trustee, under which specified defaults will be forborne through the earlier of several defined termination events, including October 24, 2025, unless extended.
Compass Diversified Holdings (CODI) notified the SEC it cannot timely file its Form 10-Q for the quarter ended June 30, 2025. The delay reflects an ongoing Audit Committee investigation related to Lugano Holding, Inc. and the need to restate financial statements for the fiscal years ended Dec 31, 2022, 2023 and 2024, and to complete quarter financials for Mar 31, 2025 and Jun 30, 2025. CODI said it cannot estimate the impact on results and will file the reports as soon as reasonably practicable.
Compass Diversified (CODI) has signed a Second Forbearance Agreement and Third Amendment to its credit facility dated 25 Jul 2025.
- Lenders will refrain from exercising remedies related to accounting-driven Lugano Events of Default until the earliest of: (a) 24 Oct 2025 23:59 ET; or (b) specified additional defaults or covenant breaches.
- During this period CODI can draw up to $60 million in revolving loans (term SOFR + 2.50%, 1-month tenor); an extra $10 million may be approved by majority lenders.
- Company may make dividends or other Restricted Payments if post-payment liquidity is ≥ $10 million.
- Management fees to Compass Group Management LLC capped at $5 million per quarter.
The extension gives CODI time to finish restating 2024 results, investigate Lugano irregularities and negotiate permanent waivers. Management warns there is no assurance on restatement timing or future lender relief; failure could materially harm business, liquidity and NYSE listing status.
Compass Diversified Holdings (NYSE: CODI) announced that financial statements for fiscal years 2022, 2023, and 2024 should no longer be relied upon due to significant accounting irregularities discovered at its subsidiary, Lugano Holding.
Key developments:
- An internal investigation, initiated in April 2025, revealed unrecorded financing arrangements and irregularities in sales, cost of sales, inventory, and accounts receivable at Lugano
- The Audit Committee, working with outside legal counsel, forensic accountants, and Grant Thornton LLP, expects to report one or more material weaknesses in internal control
- Investigation does not currently affect other operating segments of the company
- Company cannot yet estimate the financial impact or timing for completion of investigation and restatements
This material event raises significant concerns about financial reporting reliability and internal controls. The company is working with advisors to complete the investigation and calculate the impact on previously issued financial statements. Trading implications may be significant as investors reassess three years of financial data.