SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
420 National Business Parkway, 5th Floor
Annapolis Junction, MD 20701
(Address of Principal Executive Offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On January 28, 2019, the Company issued a press release announcing commencement of a proposed offering of senior notes (the Notes) by CFX Escrow Corporation in a private offering to qualified institutional buyers in accordance with Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the Securities Act), subject to market and other conditions. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
The Notes have not been and will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any such state securities laws. The information set forth herein regarding the proposed offering is neither an offer to sell nor a solicitation of an offer to buy any of the Notes. The proposed offering will be made only to eligible offerees pursuant to documentation relating specifically thereto and will be subject to the terms and conditions set forth in the applicable offering documents.
The information contained under this Item 7.01 in this Current Report on Form 8-K, including the information included in Exhibits 99.1 hereto, is being furnished and, as a result, such information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
|99.1||Colfax Corporation press release dated January 28, 2019.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|Name:||Christopher M. Hix|
Senior Vice President, Finance, and
Chief Financial Officer and Treasurer
Date: January 28, 2019
Colfax Announces Offering of Senior Notes
ANNAPOLIS JUNCTION, MD January 28, 2019 Colfax Corporation (NYSE: CFX) (Colfax), a leading diversified technology company, today announced the offering of two tranches of senior notes maturing in 2024 and 2026 to be issued by CFX Escrow Corporation (the Notes) in an aggregate principal amount of $1 billion. Colfax intends to use the net proceeds from the offering to finance a portion of the purchase price for the previously-announced acquisition of DJO Global, Inc. (DJO). Upon the closing of the acquisition, the Notes will become obligations of Colfax and will be guaranteed (the Guarantees) by certain of Colfaxs domestic subsidiaries (including DJO and certain of its subsidiaries). Colfax does not intend to assume any obligations under the Notes until the closing of the acquisition of DJO. Prior thereto, the Notes will be the sole obligation of CFX Escrow Corporation.
The Notes and the related Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction. As a result, the Notes and the related Guarantees may not be offered or sold within the United States to or for the account or benefit of any U.S. person unless the offer or sale would qualify for a registration exemption under the Securities Act and applicable state securities laws. Accordingly, the Notes and the related Guarantees are being offered only to a limited number of U.S. investors that CFX Escrow Corporation and Colfax reasonably believe to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain persons outside the United States in accordance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the Notes or the related Guarantees in any state or 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 jurisdiction. This press release contains information about the pending offering of the Notes, and there can be no assurance that the offering will be completed.
ABOUT COLFAX CORPORATION Colfax Corporation is a leading diversified technology company that provides fabrication technology and air and gas handling products and services to customers around the world, principally under the ESAB and Howden brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. The Company uses its Colfax Business System (CBS), a comprehensive set of tools, processes and values, to create superior value for customers, shareholders and associates. Colfax is traded on the NYSE under the ticker CFX.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the completion and timing of the offering and the merger, Colfaxs plans, objectives, expectations and intentions and other statements that are not historical or current fact. Forward-looking statements are based on Colfaxs current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfaxs results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Colfax and DJOs respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) access to available financing on a timely basis and
reasonable terms, (iii) the effects of the transaction on Colfax and DJO operations, including on the combined companys future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined companys operations, (iv) the ability to price and to satisfy customary closing conditions with respect to the offering, and (v) other factors detailed in Colfaxs and DJO Finance LLCs respective reports filed with the U.S. Securities and Exchange Commission including their 2017 Annual Reports on Form 10-K under the caption Risk Factors. In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of the date hereof. Colfax disclaims any duty to update the information herein.
The term Colfax in reference to the activities described in this press release may mean one or more of Colfaxs global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.
Kevin Johnson, Vice President