NORTH BETHESDA, Md.–(BUSINESS WIRE)–ESAB Corporation (NYSE: ESAB) (the “Company” or “ESAB”) announced today the pricing of the previously announced underwritten offering of 6,003,431 shares of its common stock currently owned by Enovis Corporation (“Enovis”), ESAB’s former parent company at a price of $40.00 per share (before underwriting discounts and commissions). ESAB is not selling any shares and will not receive any proceeds from the sale of the shares in the offering, nor will it receive any proceeds from the debt-for-equity exchange (as described below).
Prior to the closing of the offering, Enovis intends to exchange 6,003,431 shares of ESAB common stock 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, 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 and representatives of the underwriters for the offering. BofA Securities and J.P. Morgan are also acting as joint lead book-runners. BMO Capital Markets, BNP PARIBAS, Citizens Capital Markets and Wells Fargo Securities are acting as joint book-runners for the offering. BTIG, HSBC, KeyBanc Capital Markets, MUFG, PNC Capital Markets LLC, Scotiabank, UBS Investment Bank and UniCredit Capital Markets are acting as co-managers for the offering. The offering is expected to close on November 18, 2022, subject to customary closing conditions.
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. The registration statement was declared effective on November 15, 2022. 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 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 Company’s ability to consummate the 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.
