Fox Factory Holding Corp. Announces Closing of Secondary Public Offering

SCOTTS VALLEY, Calif., March 16, 2016 -- Fox Factory Holding Corp. (NASDAQ:FOXF) (the "Company") today announced the closing of the previously announced underwritten secondary public offering of 2,500,000 shares of its common stock held by Compass Group Diversified Holdings LLC (“Compass”). No shares were sold by the Company. Jefferies LLC acted as sole underwriter for the offering. 

The sale of the shares by Compass was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-203146) (the “Registration Statement”), including a prospectus supplement dated March 11, 2016 to the base prospectus contained in the Registration Statement, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. Copies of the Registration Statement, base prospectus, prospectus supplement and other documents the Company has made available with the SEC may be obtained free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: 1-877-547-6340 or e-mail: [email protected].

Concurrently with the closing of the offering, the Company closed on the previously announced repurchase of 500,000 shares of its common stock held by Compass for an aggregate purchase price of $7,947,500 or $15.895 per share. The Company funded the repurchase through cash on hand and borrowings from its revolving credit agreement. The repurchased shares will be held as treasury shares of the Company.

Taking into account both the offering and the repurchase, Compass received total net proceeds of approximately $47.7 million. As a result of the completion of both the offering and the repurchase, Compass now owns approximately 33% of the Company’s shares outstanding, as compared to approximately 41% prior to the offering and repurchase.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor there any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Fox Factory Holding Corp.  (Nasdaq:FOXF)
Headquartered in Scotts Valley, CA, FOX designs and manufactures high-performance ride dynamics products primarily for bicycles, side-by-side vehicles, on-road and off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. For more than three decades, FOX's team of enthusiasts and professional athletes has been improving vehicle performance through a unique commitment to redefining ride dynamics.

FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.

Forward-Looking Statements

Certain information contained in this press release, particularly information regarding completion of the offering and share repurchase, constitutes forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and generally contain words such as "believes", "expects", "may", "will", "intends" or similar expressions. The Company's forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially from those projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to market conditions; local, regional, national and international economic conditions; and other factors disclosed from time to time in the Registration Statement, base prospectus, prospectus supplement, the Company's Annual Report on Form 10-K and other filings with the SEC. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements which speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, except as required by applicable law.

CONTACT
ICR
Katie Turner
646-277-1228
[email protected]