United States securities and exchange commission logo





                            September 17, 2021

       Shyam P. Kambeyanda
       Chief Executive Officer
       ESAB Corp.
       909 Rose Avenue, 8th Floor
       North Bethesda, MD 20852

                                                        Re: ESAB Corp.
                                                            Draft Registration
Statement on Form 10
                                                            Submitted August
20, 2021
                                                            CIK No. 0001877322

       Dear Mr. Kambeyanda:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Draft Registration Statement on Form 10

       Exhibit 99.1
       Information Statement Summary
       Business Summary, page 1

   1.                                                   We note your disclosure
that you have driven "average revenue growth from 2018 to 2020
                                                        that is approximately
300 basis points greater than our key peers, thus expanding our
                                                        global market share."
Please disclose the key peers and provide the average revenue
                                                        growth for your company
and your key peers. In addition, discuss whether there was a
                                                        change in market size
during the specified timeframe and how that impacted your market
                                                        share to the extent
material.
   2.                                                   We note your disclosure
that 50% of your 2020 revenues were derived from developing
                                                        markets, which are
expected to grow at greater than twice the rate of more mature markets
 Shyam P. Kambeyanda
ESAB Corp.
September 17, 2021
Page 2
         in North America and Europe and that you estimate the value of your
global addressable
         market to be $30 billion. Please define "developing markets" and
provide your
         methodology and sources for the projected growth rate of such markets
as well as your
         estimate of your global addressable market.
Our Business Strategy, page 4

3.       Please clarify how you define cash conversion and tell us how you
considered providing
         all of the disclosures required by Regulation G and Item 10(e) of
Regulation S-K to the
         extent non-GAAP measures are used in the calculation, including a
reconciliation of each
         non-GAAP financial measure used in the calculation to the most
comparable GAAP
         financial measure. Further, your discussion of cash conversion should
be accompanied by
         the measure calculated using the most directly comparable GAAP
measure. Refer to the
         Commission's    Conditions for Use of Non-GAAP Financial Measures"
Release No. 33-
         8176, footnote 27.
4.       Please disclose the sources for your statements that "established
fabrication technology
         products represent a $25 billion global market, growing at 2 - 3%
annually" and that
         higher-growth fabrication technology segments "represent a $5 billion
annual market with
         an annual growth rate of 6 - 8%."
5.       Please disclose the source for your statements that you "are the
leading fabrication
         technology provider in Europe, the Middle East, India, Russia, South
America and
         Australia, and the leading global player in China" and the "third
largest provider in North
         America." Clarify the criteria on which you based these statements,
such as
         revenue, number of customers, or market share.
Risk Factors
We may be unable to generate sufficient cash to service..., page 34

6.       Please quantify your debt service requirements and disclose the
percentage of your cash
         flow that must be dedicated to debt service, both principal and
interest.
Our amended and restated certificate..., page 39

7.     We note that your forum selection provision designates the federal
district courts of the
       United States of America as the sole and exclusive forum for the
resolution of any
       complaint asserting a cause of action arising under the Securities Act.
Please disclose that
       there is uncertainty as to whether a court would enforce such provision.
In this regard, we
FirstName LastNameShyam P. Kambeyanda
       note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and
Comapany
       stateNameESAB      Corp.
             courts over all suits brought to enforce any duty or liability
created by the Securities
       Act  or the rules.
September 17, 2021 Page 2
FirstName LastName
 Shyam P. Kambeyanda
FirstName LastNameShyam P. Kambeyanda
ESAB Corp.
Comapany 17,
September NameESAB
              2021    Corp.
September
Page 3    17, 2021 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements, page 45

8.       We note that your pro forma financial statements have not been
included in the filing. We
         are providing preliminary comments based on the information that you
disclose and may
         have further comments once these financial statements are completed
and included in a
         future amendment.
Note (h), page 49

9.       Your disclosure indicates that ESAB is responsible for unrecognized
tax benefits to the
         extent a reserve relates exclusively to separate tax returns filed by
ESAB. Accordingly, to
         remove unrecognized tax benefits included in the historical combined
balance sheet that
         were calculated on a separate return basis but will not be settled or
paid by ESAB, the pro
         forma condensed combined financial information reflects a decrease to
other liabilities.
         Please clarify why these amounts will not be settled or paid by ESAB.
In this regard, we
         note your disclosure on page F-14 indicates that the historical
balance sheet reflects
         unrecognized tax benefits for which ESAB could reasonably be
considered to be the
         primary obligor.
Note (k), page 49

10.      Your disclosure indicates that you have included an adjustment to your
pro forma
         statement of operations relating to specific pension plan assets and
liabilities of defined
         benefit plans, not reflected in the historical financial statements,
that will be transferred to
         ESAB. Please clarify your disclosure to explain why the transfer of
these assets and
         liabilities has an impact on your statement of operations and how the
adjustments are
         calculated. In this regard, we note your disclosure that a
proportionate share of the cost
         associated with these defined benefit plans has been reflected in the
historical combined
         financial statements of ESAB.
Note (n), page 49

11.      Please describe the material assumptions used in the calculation of
each of your
         adjustments relating to costs you expect to incur as a stand-alone
public company. Clarify
         if there are any material uncertainties in relation to each of these
estimates. If there is a
         possibility that significantly different results may occur please
provide additional
         disclosure that gives effect to the range of possible outcomes. Refer
to Rule 11-02 of
         Regulation S-X.
Notes (g) and (m), page 49

12.      Your disclosures indicate that you have included adjustments in your
pro forma balance
         sheet and income statements for certain insurance assets and
liabilities and certain income
         and expenses related to asbestos obligations from the Parent   s
legacy industrial businesses
         that will be transferred to ESAB in connection with the separation.
Please separately
 Shyam P. Kambeyanda
ESAB Corp.
September 17, 2021
Page 4
         identify the assets, liabilities, income and expense adjustments, how
they are calculated
         and how they compare to amounts recorded in the Parent   s financial
statements. Please
         also fully disclose your accounting policies for these transactions,
the authoritative
         accounting literature upon which you are relying, and the expected
continuing impacts on
         your financial statements relating to these obligations.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Notes (f) and (l), page 49

13.      Your disclosures indicate that you will include adjustments to your
pro forma balance
         sheet and income statement for certain assets and liabilities that
will be transferred to
         ESAB from Parent in connection with the separation which have not been
included in
         ESABS   s historical financial statements as the assets and
liabilities were not discretely
         identifiable to ESAB. Please clarify your disclosure to explain the
nature of these assets,
         liabilities, income and expenses and how they were calculated. Please
also further clarify
         why they were not discretely identifiable to ESAB and why they were
not included in
         ESAB   s historical financial statements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Items Affecting Comparability of Reported Results
Recent Developments, page 55

14.      Please update your disclosure to discuss the impacts of COVID-19 on
your 2021 operating
         results and any current expected trends.
Business Segments, page 60

15.      Tell us how you considered disclosing changes in revenue for each of
your geographic
         regions included in your business segments and providing explanations
for the changes.
Business
International Operations, page 67

16.      We note your disclosure that the majority of your net sales came from
operations outside
         of the United States. Please provide tabular disclosure of your
revenues by region.
Executive and Director Compensation
Additional Compensation Information, page 88
FirstName LastNameShyam P. Kambeyanda
17.    Please file the employment agreements, retention agreements and change
in control
Comapany   NameESAB
       agreements         Corp.
                    referred to in this section as exhibits to your
registration statement. Refer to
       Item17,
September   601(b)(10)(iii)(A)
               2021 Page 4 of Regulation S-K.
FirstName LastName
 Shyam P. Kambeyanda
FirstName LastNameShyam P. Kambeyanda
ESAB Corp.
Comapany 17,
September NameESAB
              2021    Corp.
September
Page 5    17, 2021 Page 5
FirstName LastName
Description of Capital Stock, page 103

18.      Please clarify how your corporate governance will differ from the
corporate governance at
         Colfax Corporation and consider adding a comparative table.
Notes to Combined Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10

19.      Please tell us how much of your revenue is derived from service
contracts recognized
         ratably over the period of performance. Tell us how you considered
separately disclosing
         this revenue and describing the nature of the services provided under
these contracts.
20.      Your disclosure on page 3 describes your WeldCloud software platform
and indicates that
         this is a high-margin recurring revenue stream. Please tell us how
much revenue you
         generated from this revenue stream, your accounting policies with
respect to this revenue
         and how you considered disclosing this information.
21.      Your disclosure on page 66 states that for contracts that include
multiple performance
         obligations, you allocate the total transaction price to each
performance obligation using
         your best estimate of the stand-alone selling price of each identified
performance
         obligation. Please clarify your contracts that include multiple
performance obligations
         and how you determined that the products and services included in
these contracts
         represent distinct performance obligations.
22.      Your disclosure on F-10 indicates that you incur development and
application engineering
         costs in conjunction with fulfilling customer orders and executing
customer projects, and
         your disclosure on page 18 indicates that your contracts have
fulfillment periods. Please
         further clarify the nature of these costs and the fulfilment
activities. Clarify if your
         contracts include arrangements to construct or customize goods and
your revenue
         recognition policies with respect to these arrangements.
4. Revenue, page F-18

23.      Tell us the dollar amount of revenue generated from your Gas Control
Equipment
         business and how you considered separately disclosing this revenue.
Clarify how you
         considered the factors in ASC 606-10-55-89 through 55-91 in making
this determination.
15. Segment Information, page F-43

24.      Your disclosure indicates that the Rest of World segment includes
operations in Europe,
         Russia, Middle East & Africa, Asia and India regions. Tell us how much
revenue you
         generated in each of these regions and how you considered separately
disclosing these
         revenues. Refer to ASC 280-10-50-41.
 Shyam P. Kambeyanda
FirstName LastNameShyam P. Kambeyanda
ESAB Corp.
Comapany 17,
September NameESAB
              2021    Corp.
September
Page 6    17, 2021 Page 6
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accountant Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Cathy A. Birkeland