ESAB Corporation Announces Launch of Secondary Offering of 6,003,431 Shares Currently Held by Enovis Corporation

Rhea-AI Summary

ESAB Corporation (NYSE: ESAB) has announced an underwritten offering of 6,003,431 shares of its common stock, all owned by its former parent company, Enovis Corporation. ESAB will not sell any shares or receive proceeds from this offering. Enovis plans to exchange the shares for its indebtedness owned by Goldman Sachs & Co. LLC. Goldman Sachs and Evercore ISI are the joint lead book-runners for this offering. The registration statement related to this offering has been filed with the SEC but is not yet effective, meaning shares cannot be sold until it is.

Positive

• The offering will allow Enovis to reduce its indebtedness through share exchange.

Negative

• ESAB will not receive any proceeds from the sale of the shares, limiting its capital inflow.
• The offering might dilute existing shareholders' equity as more shares enter circulation.

NORTH BETHESDA, Md.--(BUSINESS WIRE)-- ESAB Corporation (NYSE: ESAB) (the “Company” or “ESAB”) announced today the commencement of an underwritten offering of 6,003,431 shares of its common stock currently owned by Enovis Corporation (“Enovis”), ESAB’s former parent company. ESAB is not selling any shares and will not receive any proceeds from the sale of the shares in the offering or the debt-for-equity exchange (as described below).

Prior to the closing of the offering, Enovis intends to exchange the shares of ESAB common stock to be sold in the offering for indebtedness of Enovis that will be owned by Goldman Sachs & Co. LLC or an affiliate thereof. Goldman Sachs & Co. LLC, as the selling stockholder in the offering, then intends to sell these shares of ESAB common stock to the underwriters in connection with the public offering.

Goldman Sachs & Co. LLC and Evercore ISI are acting as the joint lead book-runners for the offering and as representatives of the underwriters.

The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, but such registration statement has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, or by emailing prospectus-ny@ny.email.gs.com; and Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by e-mail at ecm.prospectus@evercore.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, 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 ESAB Corporation

ESAB Corporation (NYSE: ESAB) is a world leader in fabrication and specialty gas control technology, providing our partners with advanced equipment, consumables, specialty gas control, robotics, and digital solutions which enable the everyday and extraordinary work that shapes our world.

Forward‐Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include, but are not limited to, statements concerning the terms of the proposed public offering, the Company’s ability to consummate the proposed public offering, the Company’s plans, goals, objectives, outlook, expectations, and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on the Company’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, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks related to the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine and the related impact on energy supplies and prices; macroeconomic conditions; supply chain disruptions; 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; the impact on creditworthiness and financial viability of customers; the Company’s ability to realize the anticipated benefits of its separation from Enovis Corporation, and the financial and operating performance of the Company following the separation; other impacts on the Company’s business and ability to execute business continuity plans; and the other factors detailed in the Company’s Registration Statement on Form S-1 filed on November 14, 2022, as well as other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221113005129/en/

Investor Relations:

Mark Barbalato

Vice President, Investor Relations

E-mail: investorrelations@esab.com

Phone: 1-301-323-9098

Media:

Tilea Coleman

Vice President, Corporate Communications

E-mail: mediarelations@esab.com

Phone: 1-301-323-9092

Source: ESAB Corporation

FAQ

What is the purpose of ESAB's recent stock offering?

ESAB's recent stock offering involves 6,003,431 shares owned by Enovis Corporation to facilitate a debt exchange without any proceeds going to ESAB.

Who is managing the stock offering for ESAB?

Goldman Sachs & Co. LLC and Evercore ISI are acting as the joint lead book-runners for the offering.

What will happen with the shares sold in the offering?

The shares sold in the offering will be exchanged for Enovis's indebtedness owned by Goldman Sachs & Co. LLC.

When will the ESAB stock offering take effect?

The stock offering's registration statement has been filed with the SEC but has not yet become effective, meaning shares cannot be sold until then.

Is ESAB selling any of its own shares in this offering?

No, ESAB is not selling any of its own shares; all shares in the offering are owned by Enovis Corporation.