CIRCOR INTERNATIONAL, INC. (NYSE:CIR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On June12, 2018, CIRCOR International, Inc. (the “Company”) and Colfax Corporation (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 3,283,424 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), all of which are being sold by the Selling Stockholder. The offering price of the Shares to the public is $44.25 per share, and the Underwriters have agreed to purchase the Shares from the Selling Stockholder to the Underwriting Agreement at a price of $42.48 per share. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 492,513 shares of Common Stock from the Company (the “Additional Shares”) on the same terms and conditions as the sale of the Shares. If the Underwriters’ option to purchase the Additional Shares is exercised in full, the Company expects to receive net proceeds of approximately $20.4million, after underwriting discounts and commissions and estimated offering expenses.
The Shares will be issued to an automatically effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on March27, 2018 (File No.333-223958). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on June15, 2018, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares and the Additional Shares is attached as Exhibit 5.1 hereto.
The full text of the press release announcing the pricing of the underwritten public offering on June12 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
CIRCOR INTERNATIONAL INC ExhibitEX-1.1 2 d608205dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION CIRCOR International,…To view the full exhibit click here
About CIRCOR INTERNATIONAL, INC. (NYSE:CIR)
CIRCOR International, Inc. (CIRCOR) designs, manufactures and markets engineered products and sub-systems, which are used in the oil and gas, power generation, aerospace, defense and other industrial markets. The Company operates through two segments: CIRCOR Energy (Energy), and CIRCOR Aerospace & Defense (Aerospace & Defense). Its Energy segment provides engineered integrated flow control solutions, valves and services in the oil and gas, and power generation industries. Its Energy segment offers products in the service sector, which includes applications, such as process control, cryogenic, steam power generation systems and process systems. Its Aerospace & Defense segment focuses on areas of actuation systems and fluid control systems and services. Its Aerospace & Defense sub-systems, components and products are used in various commercial and military aircraft, including single and twin-aisle air transport, business and regional jets, and military transports and fighters.