ESAB Corp Enters Material Definitive Agreement

TL;DR

ESAB Corp just signed a big deal, creating a new financial obligation.

AI Summary

On April 9, 2024, ESAB Corporation entered into a material definitive agreement related to a direct financial obligation. The filing indicates the creation of a financial obligation under an off-balance sheet arrangement. Specific details of the agreement and the financial obligation are not provided in this excerpt.

Why It Matters

This filing signals a new financial commitment or obligation for ESAB Corp, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation can introduce financial risk if not managed properly, but the specific nature of the obligation is not detailed.

Key Numbers

• 001-41297 — SEC File Number (Identifies ESAB Corp's filing with the SEC.)
• 87-0923837 — IRS Number (ESAB Corp's Employer Identification Number.)

Key Players & Entities

• ESAB Corporation (company) — Registrant
• 0001877322 (company) — Central Index Key
• 3569 (company) — Standard Industrial Classification
• 870923837 (company) — IRS Number
• DE (company) — State of Incorporation
• 001-41297 (company) — SEC File Number
• April 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share ESAB New York Stock Exchange
• $700 million — are corporation (the "Company"), issued $700 million in aggregate principal amount of 6.25%
• $150.0 million — es in the aggregate principal amount of $150.0 million or more; specified events involving ba

Filing Documents

• cfx-20240409.htm (8-K) — 35KB
• exhibit41-8xk.htm (EX-4.1) — 937KB
• 0001628280-24-015484.txt ( ) — 1237KB
• cfx-20240409.xsd (EX-101.SCH) — 2KB
• cfx-20240409_lab.xml (EX-101.LAB) — 22KB
• cfx-20240409_pre.xml (EX-101.PRE) — 13KB
• cfx-20240409_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On April 9, 2024, ESAB Corporation, a Delaware corporation (the "Company"), issued $700 million in aggregate principal amount of 6.25% senior notes due 2029 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of April 9, 2024 (the "Indenture"), by and among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association (the "Trustee"). The Company used a portion of the net proceeds from the sale of the Notes to repay all outstanding borrowings under the Company's Term Loan A-3 Facility. The Notes are senior, unsecured obligations of the Company and are guaranteed on a senior, unsecured basis by certain of the Company's domestic subsidiaries (the "Guarantors"). The Notes will pay interest at a rate of 6.25% per year, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on October 15, 2024. The Notes will mature on April 15, 2029, unless repurchased or redeemed in accordance with their terms prior to such date. The Notes will be redeemable at the sole discretion of the Company, in whole or in part, at any time prior to April 15, 2026, at a redemption price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to, but not including, the date of redemption, plus a "make-whole" premium. The Notes will be redeemable at the sole discretion of the Company, in whole or in part, at any time on or after April 15, 2026, at the redemption prices specified in the Indenture. In addition, the Company may redeem up to 40% of the Notes prior to April 15, 2026 with the net cash proceeds from certain kinds of equity offerings at a redemption price of 106.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. If the Company experiences certain kinds of changes of control as set forth in the Indenture, each holder of Notes may require the Co

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated as of April 9, 2024, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Global Note (included in Exhibit 4.1). 104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL 3

SIGNATURES

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 thereunto duly authorized. Date: April 9, 2024 ESAB CORPORATION By: /s/ Kevin Johnson Name: Kevin Johnson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR