Business Context and Reporting Period
This Form 8-K was filed by Colfax Corporation on January 7, 2019. The filing serves as a Regulation FD disclosure to provide pro forma financial information regarding the pending acquisition of DJO Global, Inc. (DJO). The transaction was originally announced on November 19, 2018.
Key Financial Metrics
The filing does not contain Colfax Corporation's standalone revenue, profit, or cash flow metrics for the reporting period. Instead, it focuses on the financial terms of the acquisition and the target company's historical data:
- Acquisition Price: Aggregate cash purchase price of $3.15 billion, subject to adjustments.
- Financing Plan: The Company intends to fund a portion of the purchase price using net proceeds from offerings of equity units and debt securities.
- Target Financials Provided: The filing attaches audited financial statements for DJO for years ended December 31, 2016 and 2017, and unaudited statements for the nine months ended September 29, 2018.
- Pro Forma Data: Unaudited pro forma condensed consolidated financial statements are provided for the year ended December 31, 2017, and the nine months ended September 28, 2018.
Material Changes
The primary material change disclosed is the progression of the acquisition of DJO Global, Inc. The filing updates investors with specific financial exhibits (Exhibits 99.1, 99.2, and 99.3) detailing DJO's historical performance and the projected combined financial position. No other operational changes or financial metric shifts for Colfax are detailed in this specific text.
Guidance, Outlook, and Risks
Outlook and Management Commentary:
- Management expects to file finalized financial statements and pro forma information pursuant to Item 9.01 of Form 8-K after the acquisition closes.
- The transaction is contingent upon obtaining required regulatory approvals and other conditions.
- Transaction Completion: Risks regarding the ability to complete the acquisition on anticipated terms and timing.
- Financing: Uncertainty regarding access to available financing on a timely basis and reasonable terms.
- Operational Impact: Potential effects on the combined company's future financial condition, operating results, strategy, tax treatment, and unforeseen liabilities.
- Forward-Looking Statements: Actual results may differ materially from expectations due to various economic and business factors.
Investor Verification Checklist
- Verify the final closing date and any adjustments to the $3.15 billion purchase price.
- Confirm the successful completion of equity and debt offerings intended to fund the acquisition.
- Review the finalized pro forma financial statements once filed post-closing to assess the combined entity's leverage and liquidity.
- Monitor regulatory approval status for the acquisition of DJO Global, Inc.
- Examine the detailed audited and unaudited financial statements of DJO provided in Exhibits 99.1 and 99.2 for specific revenue and margin data not summarized in this text.