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CIRCOR INTERNATIONAL, INC. (NYSE:CIR) Files An 8-K Financial Statements and Exhibits

CIRCOR INTERNATIONAL, INC. (NYSE:CIR) Files An 8-K Financial Statements and ExhibitsItem 9.01 of Form 8-K, which was omitted from the initial Form 8-K in reliance on Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

The audited combined financial statements of Colfax Fluid Handling as of December 31, 2016 and 2015 and for the three years ending December 31, 2016, 2015 and 2014 are attached hereto as Exhibit 99.1 and incorporated herein by reference.

The unaudited combined financial statements of Colfax Fluid Handling as of September 29, 2017 and for the three- and nine- periods ended September 29, 2017 and September 30, 2016 are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(b)

Pro Forma Financial Information

The unaudited pro forma combined condensed financial information for CIRCOR and Fluid Handling required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.3 and incorporated herein by reference.

(d)

Exhibits

2.1

Purchase Agreement, dated as of September 24, 2017, by and between Colfax Corporation and CIRCOR International, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-14962), filed with the Securities and Exchange Commission on September 25, 2017.†

10.1

Stockholder Agreement, dated December 11, 2017, between CIRCOR International, Inc. and Colfax Corporation, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14962), filed with the Securities and Exchange Commission on December 12, 2017.

10.2

Credit Agreement, dated as of December 11, 2017, by and among CIRCOR International, Inc., as borrower, certain subsidiaries of CIRCOR International, Inc., as guarantors, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and collateral agent, SunTrust Bank, as revolver administrative agent, swing line lender and a letter of credit issuer, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc., as joint-lead arrangers and joint-bookrunners, and Citizens Bank, N.A. and HSBC Securities (USA) Inc. as co-managers, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-14962), filed with the Securities and Exchange Commission on December 12, 2017.

Consent of Ernst & Young LLP

Audited combined financial statements of Colfax Fluid Handling as of December 31, 2016 and 2015 and for the three years ending December 31, 2016, 2015 and 2014.

Unaudited combined financial statements of Colfax Fluid Handling as of September 29, 2017 and for the three- and nine- month periods ended September 29, 2017 and September 30, 2016.

Unaudited pro forma combined condensed financial information for CIRCOR and Fluid Handling.

Schedules and similar attachments have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

CIRCOR INTERNATIONAL INC ExhibitEX-23.1 2 fh_8kxexhibit231.htm CONSENT OF ERNST & YOUNG LLP Exhibit Exhibit 23.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-91229,…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.

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