Colfax Announces Conditional Redemption of its 3.250% Senior Notes due 2025 and its 6.375% Senior Notes due 2026

Rhea-AI Summary

Colfax Corporation (NYSE: CFX) announced its intention to redeem €350 million of its 3.250% Senior Notes due 2025 and $300 million of its 6.375% Senior Notes due 2026 on April 7, 2022. The redemption is contingent on receiving proceeds from the planned separation of its businesses, which may be waived or delayed at Colfax's discretion. The 2025 Notes will be redeemed at 100.813% and the 2026 Notes at 103.188%, including accrued interest. A conditional notice of redemption will be sent to registered holders. This release does not constitute a notice of redemption or an offer to buy/sell securities.

Positive

• Intention to redeem €350 million of 3.250% Senior Notes due 2025 and $300 million of 6.375% Senior Notes due 2026 indicates financial management and strategic planning.
• Redemption prices of 100.813% and 103.188% reflect favorable terms for the company.

Negative

• Redemption contingent upon the completion of business separation may introduce uncertainty.
• Potential delays or rescission of redemption if the conditions are not satisfied by the stipulated date.

Wilmington, DE, March 07, 2022 (GLOBE NEWSWIRE) -- Colfax Corporation (“Colfax” or the “Company”) (NYSE: CFX), a leading diversified technology company, announced today that it had given notice of its intention to redeem €350 million principal amount representing of its outstanding 3.250% Senior Notes due 2025 (ISIN Numbers XS1599407217, XS1599406839) (the “2025 Notes”) and $300 million principal amount representing all of its outstanding 6.375% Senior Notes due 2026 (CUSIP Numbers 15723RAC8, U1581TAB4) (the “2026 Notes” and, together with the 2025 Notes, the “Notes”) on April 7, 2022 (the “Redemption Date”), and is conditioned upon the receipt of aggregate gross proceeds from the completion of the intended separation of Colfax’s fabrication technology and specialty medication technology businesses (the “Condition”), which Condition the Company may waive at its discretion. The Company may also delay, at its discretion, the Redemption Date to any series of Notes until such time as the Condition has been satisfied, or the redemption of such series of Notes may be rescinded in the event that the Condition has not been satisfied by the Redemption Date.

The 2025 Notes will be redeemed at a redemption price of 100.813% of the principal amount of the 2025 Notes (the “2025 Notes Redemption Price”) and the 2026 Notes will be redeemed at a redemption price of 103.188% of the principal amount of the 2026 Notes (the “2026 Notes Redemption Price”), plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date. On and after the Redemption Date, interest will cease to accrue on each series of Notes.

Colfax has instructed Deutsche Trustee Company Limited, as the trustee for the 2025 Notes, and Wilmington Trust, National Association, as the trustee for the 2026 Notes, to distribute a conditional notice of redemption to all registered holders of the 2025 Notes and the 2026 Notes, respectively, on March 7, 2022. The names and addresses of the paying agents for the 2025 Notes and the 2026 Notes are, respectively, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London, EC2N 2DB, United Kingdom, and Wilmington Trust, National Association at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Facsimile: (612) 217-5651, Attention: Colfax Notes Administrator.

Payment of the 2025 Notes Redemption Price will be made to Deutsche Bank AG, London Branch, as paying agent, pursuant to the indenture, dated as of April 19, 2017, by and among Colfax, the subsidiary guarantors from time to time party hereto, and Deutsche Trustee Company Limited, as trustee. Payment of the 2026 Notes Redemption Price will be made to Wilmington Trust, National Association, as paying agent, pursuant to the indenture, dated as of February 5, 2019, by and between CFX Escrow Corporation and Wilmington Trust, National Association as trustee, as supplemented by the First Supplemental Indenture, dated as of February 22, 2019, by and among Colfax Corporation (as successor to CFX Escrow Corporation), the guarantors party thereto and Wilmington Trust, National Association, as trustee. All redeemed Notes must be surrendered to the applicable paying agent to collect the applicable Redemption Price.

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

ABOUT COLFAX CORPORATION

Colfax Corporation is a leading diversified technology company that provides orthopedic and fabrication technology products and services to customers around the world, principally under the DJO and ESAB brands. The Company uses its Colfax Business System, a comprehensive set of tools and processes, to create superior value for customers, stockholders and associates. In March of 2021, Colfax announced its intention to separate into two independent and public companies, which is targeted to be completed near the end of the first quarter of 2022, to accelerate strategic momentum and unlock additional value creation potential. Enovis Corporation will focus on specialty medical technologies and ESAB Corporation will focus on fabrication technologies. Colfax’s common stock is traded on the NYSE under the ticker “CFX.”

This press release includes 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, whether the Condition to the redemption of the Notes will occur, statements concerning Colfax’s plans, objectives, outlook, expectations and intentions, including the intended separation of Colfax’s fabrication technology and specialty medical technology businesses (the “Separation”), and the timing, method and anticipated benefits of the Separation and other statements that are not historical or current fact. Forward-looking statements are based on Colfax’s 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 Colfax’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the COVID-19 global pandemic, including the rise, prevalence and severity of variants of the virus, actions by governments, businesses and individuals in response to the situation, such as the scope and duration of the outbreak, the nature and effectiveness of government actions and restrictive measures implemented in response, material delays and cancellations of medical procedures, supply chain disruptions, the impact on creditworthiness and financial viability of customers; risks relating to the Separation, including the final approval of the Separation by Colfax’s board of directors, the uncertainty of obtaining regulatory approvals, and a favorable tax opinion and/or ruling from the Internal Revenue Service, Colfax’s ability to satisfactorily complete steps necessary for the Separation and related transactions to be generally tax-free for U.S. federal income tax purposes, the ability to satisfy the necessary conditions to complete the Separation on a timely basis, or at all, the ability to realize the anticipated benefits of the Separation, developments related to the impact of the COVID-19 pandemic on the Separation, and the financial and operating performance of each company following the Separation; other impacts on Colfax’s business and ability to execute business continuity plans; and the other factors detailed in Colfax’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Colfax’s filings with the SEC. In addition, these statements are based on 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.

Contact:
Mike Macek
Vice President, Finance
Colfax Corporation
+1-302-252-9129
investorrelations@colfaxcorp.com

FAQ

What is Colfax Corporation's plan for its Senior Notes?

Colfax plans to redeem €350 million of 3.250% Senior Notes due 2025 and $300 million of 6.375% Senior Notes due 2026 on April 7, 2022, contingent on receiving proceeds from its business separation.

What are the redemption prices for Colfax's Senior Notes?

The 2025 Notes will be redeemed at 100.813% and the 2026 Notes at 103.188%, plus accrued interest.

What conditions affect Colfax's Senior Notes redemption?

The redemption is conditioned upon the receipt of gross proceeds from the separation of Colfax's businesses, which the company may waive or delay.

When will Colfax notify bondholders about the redemption?

Colfax will distribute a conditional notice of redemption to registered holders of the Notes on March 7, 2022.

What risks are associated with Colfax's planned business separation?

Risks include delays in obtaining necessary approvals and the impact of COVID-19 on the separation process.