USA: Compass Closes Acquisition of Clean Earth

Dredged material prior to stabilization

Compass Diversified Holdings, an owner of leading middle market businesses, announced the closing of the acquisition of Clean Earth Holdings, Inc., pursuant to an agreement it entered into on August 7, 2014.

The acquisition, which was completed for a purchase price of $253 million and funded through available cash on its balance sheet and a draw of $95 million on its revolving credit facility, is expected to provide approximately twenty-eight to thirty-two cents per share of cash flow accretion to CODI on a full year basis.

The purchase price for Clean Earth was based on a total enterprise value of $243 million and included $9.9 million of cash and working capital adjustments. Acquisition related costs were approximately $1.9 million. CODI’s initial common equity ownership in Clean Earth as a result of this transaction is approximately 98% on a primary basis. In addition to its equity investment in Clean Earth, CODI provided loans totaling $146.3 million to Clean Earth as part of the transaction. Clean Earth’s management invested alongside CODI and owns the remaining 2%.

Headquartered in Hatboro, Pennsylvania, Clean Earth provides environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings. The company analyzes, treats, documents and recycles waste streams generated in multiple end-markets such as power, construction, oil and gas, infrastructure, industrial and dredging.

Treatment includes thermal desorption, dredged material stabilization, bioremediation, physical treatment/screening and chemical fixation.

Press Release, August 28, 2014

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