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(Address
of Principal Executive Offices) (Zip Code)
(i301) i323-9099
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.001 per share
iESAB
iNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 Company to repurchase all or a portion of the Notes so held at a price in cash equal to 101% of the principal
amount of such Notes, plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.
The Indenture contains certain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur more debt, create liens on assets to secure debt, guarantee other debt without also guaranteeing the notes, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications and exceptions.
The Indenture
contains customary events of default, including, but not limited to:
•default for 30 days in the payment when due of interest on the Notes;
•default in the payment when due (at maturity, upon acceleration or otherwise) of the principal of, or premium, if any, on, the Notes;
•failure by the Company or any of its restricted subsidiaries to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;
•payment
defaults and accelerations with respect to other indebtedness of the Company or its restricted subsidiaries in the aggregate principal amount of $150.0 million or more;
•specified events involving bankruptcy, insolvency or reorganization of the Company or certain of its subsidiaries; and
•failure by the Company or its restricted subsidiaries
to pay certain final judgments aggregating in excess of $150.0 million within 60 days of such final judgment.
Upon an event of default, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable immediately. In the case of certain events of default relating to bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without further action or notice.
Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL
3
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.
