Pursuant to the Common Sales Agreement, the Common Shares may be offered and sold through the Common Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) promulgated under the Securities Act. The Common Shares may be sold by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. Under the Common Sales Agreement, the Common Sales Agents will be entitled to compensation equal to 1.75% of the gross proceeds of the Common Shares the Common Sales Agents sell from time to time. Under the Common Sales Agreement, the Common Sales Agents will be deemed to be underwriters within the meaning of the Securities Act. Subject to the terms and conditions of the Common Sales Agreement, the Common Sales Agents will use their commercially reasonable efforts to sell on CODI’s behalf any Common Shares to be offered by CODI under the Common Sales Agreement. CODI has no obligation to sell any of the Common Shares under the Common Sales Agreement, and CODI or the Common Sales Agents may at any time suspend sales of Common Shares under the Common Sales Agreement. CODI has also agreed to provide indemnification and contribution to the Common Sales Agents with respect to certain liabilities, including under the Securities Act.
The Common Shares will be issued pursuant to the Registration Statement. CODI has filed a prospectus supplement, dated September 4, 2024, to the prospectus, dated September 4, 2024, with the Commission in connection with the offer and sale of the Common Shares.
The foregoing description of the Common Sales Agreement is not complete and is qualified in its entirety by reference to the Common Sales Agreement, a copy of which is attached hereto as Exhibit 1.2 and incorporated herein by reference.
In connection with the filing of the Common Sales Agreement, CODI is filing as Exhibits 5.3 and 5.4 to this Current Report on Form
8-K
the opinions of Richards, Layton & Finger, P.A., its Delaware counsel.
| Material Modifications to Rights of Security Holders |
Second Amendments to Preferred Share Designations
In connection with the Preferred Sales Agreement, on September 4, 2024, the Trust entered into amendments (collectively the “Share Designation Amendments”) to the respective Amended and Restated Share Designations of the Trust, as amended (collectively, the “Preferred Share Designations”), establishing the terms of the Preferred Shares. The Share Designation Amendments increased the number of authorized Preferred Shares available for issuance, (i) with respect to the Series A Preferred Shares, by 601,955 shares, (ii) with respect to the Series B Preferred Shares, by 1,977,295 shares, and (iii) with respect to the Series C Preferred Shares, by 2,118,682 shares. Except as expressly modified pursuant to the Share Designation Amendments, the provisions of the Preferred Share Designations are and shall continue to be in full force and effect.
The foregoing description of the Share Designation Amendments does not purport to be complete and is qualified in its entirety by the Share Designation Amendments, copies of which are filed hereto as Exhibits 3.1, 3.2, and 3.3.
Second Amendments to Trust Preferred Interest Designations
In connection with the Preferred Sales Agreement, on September 4, 2024, the Company entered into amendments (collectively, the “Trust Interest Designation Amendments”) to the respective Trust Preferred Interest Designations of the Company, as amended (collectively, the “Trust Preferred Interest Designations”), establishing the terms of the Trust Preferred Interests (the “Trust Preferred Interests”). The Trust Interest Designation Amendments increased the number of authorized Trust Preferred Interests available for issuance, (i) with respect to the Series A Trust Preferred Interests, by 601,955 Trust Preferred Interests, (ii) with respect to the Series B Trust Preferred Interests, by 1,977,295 Trust Preferred Interests, and (iii) with respect to the Series C Trust Preferred Interests, by 2,118,682 Trust Preferred Interests. Additionally, each Trust Preferred Interest Designation was amended to provide that distributions of additional Trust Preferred Interests issued after the date of the establishment of each respective series of Trust Preferred Interests shall accrue from the original
