UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 18, 2022, ESAB Corporation (“ESAB”) closed the previously announced underwritten offering of 6,003,431 shares of its common stock previously owned by Enovis Corporation (“Enovis”), ESAB’s former parent company, at a price of $40.00 per share (before underwriting discounts and commissions). ESAB did not sell any shares and did not receive any proceeds from the sale of the shares in the offering, nor did it receive any proceeds from the debt-for-equity exchange (as described below).
Prior to the closing of the offering, Enovis exchanged 6,003,431 shares of ESAB common stock for indebtedness of Enovis owned by Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC, as the selling stockholder in the offering, sold these shares of ESAB common stock to the underwriters in connection with the offering.
The shares were sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated November 15, 2022, among ESAB, Enovis, Goldman Sachs & Co. LLC, as selling stockholder, and Goldman Sachs & Co. LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 |
| 104 | Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 18, 2022 |
|
ESAB Corporation | ||||
| By: | /s/ Kevin Johnson | |||||
| Name: | Kevin Johnson | |||||
| Title: | Chief Financial Officer | |||||