Colfax Corporation (NYSE:CFX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April19, 2017, Colfax Corporation (Colfax) completed its
previously announced private placement offering of 350million in
aggregate principal amount of its 3.250% senior notes due 2025
(the Notes). The Notes were issued to an Indenture, dated as of
April19, 2017 (the Indenture), by and among Colfax, the
subsidiary guarantors named therein (collectively, the
Guarantors), Deutsche Trustee Company Limited, as trustee,
Deutsche Bank AG, London Branch, as paying agent, and Deutsche
Bank Luxembourg S.A., as transfer agent, registrar and
authenticating agent.
The Notes are senior, unsecured obligations of Colfax and will be
initially guaranteed on a senior, unsecured basis by each of
Colfaxs subsidiaries that guarantee Colfaxs obligations under the
Credit Agreement, dated as of June5, 2015, by and among Colfax,
the subsidiary guarantors named therein, Deutsche Bank AG, New
York Branch, as administrative agent, the other lenders named
therein and the other arrangers or agents party thereto.
The Notes will pay interest at a rate of 3.250%per year, payable
semi-annually in cash in arrears on May15 and November15 of each
year, beginning on November15, 2017. The Notes will mature on
May15, 2025, unless repurchased or redeemed in accordance with
their terms prior to such date.
The Notes will be redeemable, in whole or in part, at any time on
or after May15, 2020 on the redemption dates and at the
redemption prices specified in the Indenture. In addition, Colfax
may redeem up to 35% of the Notes before May15, 2020 with the net
cash proceeds from certain equity offerings at a redemption price
of 103.250% of the principal amount thereof plus accrued and
unpaid interest to, but not including, the redemption date.
Colfax may also redeem some or all of the Notes before May15,
2020 at a redemption price of 50% of the principal amount thereof
plus accrued and unpaid interest to, but not including, the
redemption date, plus a make whole premium.
If Colfax experiences certain kinds of changes of control as set
forth in the Indenture, each holder of Notes may require Colfax
to repurchase all or a portion of the Notes so held at a price
equal to 101% of the principal amount of such Notes, plus any
accrued and unpaid interest on the Notes repurchased to, but not
including, the date of repurchase.
The Indenture contains covenants that, among other things,
restrict the ability of Colfax and its restricted subsidiaries to
incur more debt, create liens or other encumbrances, enter into
sale-leaseback transactions, and merge, consolidate or sell, or
otherwise dispose of, substantially all of their assets. These
limitations are subject to a number of important qualifications
and exceptions.
The Indenture contains customary Events of Default (as defined in
the Indenture), including:
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default for 30 days in the payment when due of interest on the Notes; |
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default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; |
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failure by Colfax to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods; |
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payment defaults and accelerations with respect to other indebtedness of Colfax and its restricted subsidiaries in the aggregate principal amount of $150.0 million or more; |
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specified events involving bankruptcy, insolvency or reorganization of Colfax or certain of its subsidiaries; and |
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failure by Colfax or its restricted subsidiaries to pay certain final judgments aggregating in excess of $150.0 million within 60 consecutive days of such final judgment. |
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Upon an Event of Default, the trustee or the holders of at least
25% in aggregate principal amount of the Notes then outstanding
may declare all the Notes to be due and payable immediately. In
the case of Events of Default relating to bankruptcy, insolvency
or reorganization, all outstanding Notes will become due and
payable immediately without further action or notice.
A copy of the Indenture is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Notes
contained in this report is qualified in its entirety by
reference to the Indenture.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information described above under Item 1.01. Entry into a
Material Definitive Agreement. is hereby incorporated by
reference into this Item2.03.
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| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as a part of this report.
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ExhibitNo. |
Description |
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| 4.1 |
Indenture, dated as of April19, 2017, by and among Colfax Corporation, as issuer, the Subsidiary Guarantors named therein, as guarantors, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent, registrar and authenticating agent. |
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| 4.2 | Form of Global Note (included in Exhibit 4.1). |
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About Colfax Corporation (NYSE:CFX)
Colfax Corporation is an industrial manufacturing and engineering company. The Company provides gas and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world under Howden, ESAB and Colfax Fluid Handling brand names. The Company’s segments include Gas and Fluid Handling, and Fabrication Technology. The Gas and Fluid Handling segment supplies a range of products, including heavy-duty centrifugal and axial fans, rotary heat exchangers, gas compressors, pumps, fluid-handling systems and controls and specialty valves, which serves customers in the power generation, oil, gas and petrochemical, mining, marine (including defense), and general industrial and other end markets. The Fabrication technology segment develops, manufactures and supplies consumable products and equipment for the cutting and joining of steels, aluminum, and other metals and metal alloys. Colfax Corporation (NYSE:CFX) Recent Trading Information
Colfax Corporation (NYSE:CFX) closed its last trading session down -0.31 at 39.07 with 627,569 shares trading hands.