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Published on 9/15/2011 in the Prospect News PIPE Daily.

Colfax arranges $680 million placement of preferreds and common shares

Company also plans £1.53 million acquisition of Charter International

By Devika Patel

Knoxville, Tenn., Sept. 15 - Colfax Corp. negotiated a $680 million private placement of its series A perpetual convertible preferred stock and common stock on Sept. 12, according to an 8-K filed Thursday with the Securities and Exchange Commission.

The company will sell 14,756,945 common shares at $23.04 per share and 13,877,551 preferreds at $24.50 per preferred. The price per common share is identical to the Sept. 9 closing share price of $23.04. The price per preferred is a 6.34% premium to that price.

After three years, the 6% preferreds are convertible into common stock at a conversion rate determined by dividing the liquidation preference by 114% of the liquidation preference.

The investors will be BDT CF Acquisition Vehicle, LLC, BDT Capital Partners Fund I, LP, BDT Capital Partners Fund I-A, LP, Mitchell P. Rales and Steven M. Rales.

The company also reported that it has reached an agreement to acquire all of Charter International plc's share capital for cash and company shares. In the acquisition, Charter shareholders will receive 730p in cash and 0.1241 Colfax common shares in exchange for each Charter ordinary share. The acquisition values Charter's share capital at about £1.53 million, or 910p per Charter share.

Colfax is a Richmond, Va.-based industrial pump manufacturing company.

Issuer:Colfax Corp.
Issue:Series A perpetual convertible preferred stock, common shares
Amount:$680 million
Warrants:No
Investors:BDT CF Acquisition Vehicle, LLC, BDT Capital Partners Fund I, LP, BDT Capital Partners Fund I-A, LP, Mitchell P. Rales and Steven M. Rales
Pricing date:Sept. 12
Stock symbol:NYSE: CFX
Stock price:$21.06 at close Sept. 12
Market capitalization:$964.2 million
Common stock
Amount:$340 million
Shares:14,756,945
Price:$23.04
Preferreds
Amount:$340 million
Shares:13,877,551
Price:$24.50
Dividends:6%

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