Business Context and Reporting Period
This Form 8-K is filed by Colfax Corporation (not Enovis Corp) on January 28, 2019. The filing serves as a Regulation FD disclosure regarding a proposed private offering of senior notes by CFX Escrow Corporation. The proceeds are intended to fund a portion of the purchase price for the previously announced acquisition of DJO Global, Inc. (DJO).
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1, which contains:
- Management's current estimates of preliminary results for the quarter and year ended December 31, 2018.
- Pro forma financial information giving effect to the DJO acquisition and related financing.
The filing explicitly states that the financial information in Exhibit 99.1 has not been updated to reflect events since September 28, 2018, and actual results may differ materially from the preliminary estimates.
Material Changes
The primary material event is the launch of a proposed offering of senior notes to qualified institutional buyers under Rule 144A and Regulation S. Upon closing the acquisition of DJO, Colfax Corporation intends to assume all obligations under these notes.
Guidance, Outlook, and Risks
Outlook and Guidance: The filing includes forward-looking statements regarding the completion and timing of the offering and the merger. Pro forma financial information is presented for illustrative purposes only and does not project future operating results.
Risks and Contingencies:
- Actual results may differ materially from preliminary estimates due to developments between the filing date and the finalization of financial results.
- The offering is subject to market and other conditions.
- The notes are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
- Undue reliance should not be placed on the preliminary performance estimates.
Investor Verification Checklist
- Verify the specific preliminary financial results and pro forma data in Exhibit 99.1, as they are not detailed in the main body of this 8-K.
- Confirm the final terms and closing status of the senior notes offering.
- Monitor the progress and regulatory approval status of the DJO Global, Inc. acquisition.
- Review the final audited financial statements for the year ended December 31, 2018, to compare against the preliminary estimates.