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Published on 1/30/2012 in the Prospect News PIPE Daily.

Colfax settles $805 million placement of preferreds and common shares

Company sells common stock at $23.04 per share, preferreds at $24.50

By Devika Patel

Knoxville, Tenn., Jan. 30 - Colfax Corp. completed an $805 million private placement of its series A perpetual convertible preferred stock and common stock on Jan. 24, according to an 8-K filed Monday with the Securities and Exchange Commission. The deal priced for $680 million on Sept. 12.

The company sold 20,182,293 common shares at $23.04 per share and 13,877,552 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 are BDT CF Acquisition Vehicle, LLC, BDT Capital Partners Fund I, LP, BDT Capital Partners Fund I-A, LP, Mitchell P. Rales, Steven M. Rales and Markel Corp. The BDT investors bought 14,756,945 common shares and 13,877,552 preferreds for $680 million, the Rales investors each bought 2,170,139 common shares for a total of $100 million, and Markel bought 1,085,070 common shares for $25 million.

Colfax is a Fulton, Md.-based industrial pump manufacturing company.

Issuer:Colfax Corp.
Issue:Series A perpetual convertible preferred stock, common shares
Amount:$805 million
Warrants:No
Investors:BDT CF Acquisition Vehicle, LLC, BDT Capital Partners Fund I, LP, BDT Capital Partners Fund I-A, LP (for $680 million), Mitchell P. Rales (for $50 million), Steven M. Rales (for $50 million) and Markel Corp. (for $25 million)
Pricing date:Sept. 12
Settlement date:Jan. 24
Stock symbol:NYSE: CFX
Stock price:$21.06 at close Sept. 12
Market capitalization:$1.34 billion
Common stock
Amount:$465 million
Shares:20,182,293
Price:$23.04
Preferreds
Amount:$340 million
Shares:13,877,552
Price:$24.50
Dividends:6%

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