Item 1.01 Entry into a Material Definitive Agreement

Compass Group Diversified Holdings LLC (the "Company") and Compass Diversified
Holdings ("Holdings" and, together with the Company, collectively "CODI," "us"
or "we") acquires and manages small to middle market businesses in the ordinary
course of its business. The following description relates to the recent
divestiture of one such business.

Advanced Circuits



On January 10, 2023, the Company, solely in its capacity as the representative
(the "Equityholders' Representative") of the holders (the "Equityholders") of
stock and options of Compass AC Holdings, Inc. ("Advanced Circuits"), a majority
owned subsidiary of the Company, entered into a definitive Agreement and Plan of
Merger (the "Agreement") with APCT Inc. ("Purchaser"), Circuit Merger Sub, Inc.
("Merger Sub") and Advanced Circuits, pursuant to which Purchaser will acquire
all of the issued and outstanding securities of Advanced Circuits, the parent
company of the operating entity, Advanced Circuits, Inc., through a merger of
Merger Sub with and into Advanced Circuits, with Advanced Circuits surviving the
merger and becoming a wholly owned subsidiary of Purchaser (the "Merger"). The
sale price of Advanced Circuits will be based on an enterprise value of $220
million and will be subject to certain adjustments based on matters such as the
working capital and cash and debt balances of Advanced Circuits at the time of
the closing. The Company owns approximately 68% of the outstanding stock of
Advanced Circuits on a fully diluted basis. The proceeds received by the Company
will be used to repay all or a portion of outstanding debt under the Company's
revolving credit facility.

The Agreement contains customary representations, warranties and covenants. The
obligations of Purchaser and Merger Sub, on the one hand, and Advanced Circuits
and the Equityholders, on the other hand, to consummate the transactions
contemplated by the Agreement are subject to certain conditions, including, but
not limited to, (i) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, (ii) the absence of any court
order or law enacted by any governmental authority preventing consummation of
the transactions contemplated by the Agreement, (iii) performance in all
material respects by the other party of its covenants, (v) the expiration or
termination of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and (iv) the approval of the
Agreement and the Merger by the equity holders of Advanced Circuits by written
consent. Purchaser and Merger Sub's obligations to consummate the transactions
contemplated by the Agreement are also subject to the condition that (a) no
material adverse effect will have occurred with respect to the Advanced Circuits
business prior to closing and (b) the number of shares of Advanced Circuits'
common stock with respect to which appraisal rights have been exercised will not
exceed 5.0% of the issued and outstanding shares.

The Agreement also contains certain rights to terminate the agreement, including
the right of either Purchaser or Advanced Circuits to terminate the Agreement
after April 10, 2023, if the transactions contemplated by the Agreement have not
been consummated by such date, subject to certain exceptions.

The sale is expected to close in the first quarter of 2023. However, there can be no assurances that all of the conditions to closing will be satisfied.

The foregoing brief description of the Agreement is not meant to be exhaustive and is qualified in its entirety by the Agreement itself, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K.

Item 8.01 Other Events



  On January 11, 2023, CODI issued a Press Release announcing the sale of
Advanced Circuits. The foregoing description of the Press Release is qualified
in its entirety by reference to the complete text of the Press Release furnished
as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.

Forward Looking Statements

This Current Report on Form 8-K contains certain 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 statements with regard to the expectations related to the sale of Advanced Circuits. Words such

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as "believes", "expects", "anticipates", "intends", "projects", "assuming", and
"future" or similar expressions, are intended to identify forward-looking
statements. These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions. Certain factors could
cause actual results to differ materially from those projected in these
forward-looking statements, including, but not limited to, the risk that the
Merger may not be completed in a timely manner or at all; risks associated with
the disposition of Advanced Circuits 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 Advanced Circuits; and
the effect of the announcement or pendency of the Merger on the Advanced
Circuit's business relationships, performance, and business generally. Certain
other factors are enumerated in the risk factor discussion in the Form 10-K
filed by CODI with the SEC for the year ended December 31, 2021 and other
filings with the SEC. Except as required by law, CODI undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits.

Exhibit Number                Description

2.1                             Agreement and Plan of Merger, dated January

10 , 2023, by and among


                              (i) APCT Inc.; (ii)     Circuit Merger Sub,

Inc. ; (iii) Compass AC

Holdings, Inc.; and (iv) Compass Group

Diversified Holdings LLC, as the


                              Equityholders' Representative.*

                                Press Release dated January     11    , 2023 announcing the sale of
99.1                          Advanced Circuits.

104                           Cover Page Interactive Data File (embedded

within the Inline XBRL document)




* Schedules and similar attachments have been omitted in reliance on Instruction
4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The registrant
will provide, on a supplemental basis, a copy of any omitted schedule or
attachment to the SEC or its staff upon request.

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