ESAB Corp (ESAB): M&A transaction — ESAB completes $1.45B acquisition of Eddyfi Technologies

ESAB Corp

Acquired Eddyfi for $1.45 billion in cash, subject to customary working capital adjustments.
Financed with cash on hand, 5.625% senior notes due 2031, $175M Series A Mandatory Convertible Preferred Stock, and $143M common stock private placements.
Series A Mandatory Convertible Preferred Stock carries 6.50% cumulative dividend and mandatory conversion into common after ~3 years at rates between 7.1806 and 8.2576 shares per $1,000.
Eddyfi adds advanced inspection and monitoring technology to ESAB's end-to-end workflow solutions.
Q2 results to include one month of Eddyfi; updated full-year guidance to be provided on Q2 earnings call.

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Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

ESAB Corp issued 175,000 shares of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share of preferred stock to certain institutional investors for aggregate gross proceeds of approximately $175.0 million.

Security: preferred stock
Shares: 175,000 shares of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share
Purchaser: certain institutional investors
Consideration: aggregate gross proceeds of approximately $175.0 million

Exact text from the filing

the Company completed the previously announced private placements of (i) 175,000 shares (the “ Preferred Shares ”) of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $175.0 million

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

ESAB Corp issued 1,254,255 shares of its common stock, par value $0.001 per share of common stock to certain institutional investors for aggregate gross proceeds of approximately $143.0 million.

Security: common stock
Shares: 1,254,255 shares of its common stock, par value $0.001 per share
Purchaser: certain institutional investors
Consideration: aggregate gross proceeds of approximately $143.0 million

Exact text from the filing

(ii) 1,254,255 shares (the “ Common Shares ”) of its common stock, par value $0.001 per share (the “ Common Stock ”), in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143.0 million

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ESAB Corp: Filed Certificate of Designations to establish terms of 6.50% Series A Mandatory Convertible Preferred Stock (effective 2026-06-01).

Change: charter amendment
Effective: 2026-06-01

Exact text from the filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ESAB Corp completed an acquisition involving 9559-2796 Québec Inc., a wholly owned indirect subsidiary of ESAB Corporation, acquired Eddyfi Holding Inc. from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments (closed 2026-06-01).

Action: acquisition
Counterparty: 9559-2796 Québec Inc., a wholly owned indirect subsidiary of ESAB Corporation, acquired Eddyfi Holding Inc. from the vendors
Consideration: cash equal to $1.45 billion, subject to customary purchase price adjustments
Closing: 2026-06-01

Exact text from the filing

Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its

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ESAB Corp filing history →

Source: SEC EDGAR

accession 0001213900-26-063775

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