BURLINGTON, Mass.–(BUSINESS WIRE)–CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR” or the “Company”) today announced that Colfax Corporation, a Delaware corporation and a stockholder of CIRCOR, has commenced an underwritten, registered secondary offering of 3,283,424 shares of CIRCOR common stock. In connection with this offering, the Company expects to grant the underwriters a 30-day option to purchase up to an additional 492,513 newly issued shares of common stock from the Company at the public offering price less the underwriting discount.
CIRCOR will not receive any proceeds from the sale of the shares by the selling stockholder. If the underwriters’ option to purchase up to the additional 492,513 shares of common stock offered by CIRCOR is exercised in full, CIRCOR would receive proceeds that will be used to pay the expenses of the offering and to repay amounts under its credit facility.
Citigroup and Deutsche Bank Securities are acting as joint book-running managers for the proposed offering. KeyBanc Capital Markets and Stifel are acting as co-managers. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
A preliminary prospectus supplement relating to the offering will be filed by the Company with the Securities and Exchange Commission (the “SEC”). Copies of the preliminary prospectus supplement may be obtained from the offices of Citigroup c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 800-831-9146; or Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, or by e-mailing [email protected] or calling 1-800-503-4611. The final terms of the offering will be disclosed in a final prospectus supplement to be filed by the Company with the SEC.
The securities described above are being offered pursuant to an effective shelf registration statement on Form S-3 previously filed by CIRCOR with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
CIRCOR International, Inc. designs, manufactures and markets differentiated technology products and sub-systems for markets including industrial, oil & gas, aerospace & defense and commercial marine. CIRCOR has a diversified flow and motion control product portfolio with recognized, market-leading brands that fulfill its customers’ mission critical needs. The Company’s strategy is to grow organically and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attract and retain top talent.
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by the use of words such as “expects,” “potential,” “proposed,” “may,” “will,” “should,” “could,” “intends,” “plans,” “estimates,” or the negative version of these words or other comparable words. Forward-looking statements, including statements regarding terms of the proposed offering, the timing and completion of the offering and the use of proceeds, if any, that may be received by the Company, involve known and unknown risks, uncertainties and other factors, which may cause actual results to differ materially from the anticipated results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the final terms of the proposed offering, whether the underwriters exercise the option to purchase additional shares, market and other conditions, the satisfaction of customary closing conditions related to the proposed public offering and the impact of general economic, industry or political conditions worldwide. We advise you to read further about these and other risk factors set forth in the section entitled “Risk Factors,” or incorporated by reference into the preliminary prospectus related to the proposed offering, filed with the SEC on the date of this release, as well as any updates to those risk factors filed from time to time in the Company’s other filings with the SEC.
Rajeev Bhalla, 781-270-1200
Executive Vice President & Chief Financial Officer