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Supplemental financial and operating information regarding the Company and DJO dated

Key Takeaway: Supplemental financial and operating information regarding the Company and DJO dated January 28, 2019 The supplemental financial and operating information regarding Colfax Corporation (which may be referred to herein as Colfax, the Company, we, our and us ) and DJO Global, Inc.

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Supplemental financial and operating information regarding the Company and DJO dated January 28, 2019
The supplemental financial and operating information regarding Colfax Corporation (which may be referred to herein as Colfax, the
Company, we, our and us ) and DJO Global, Inc. ( DJO ) set forth below shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any
securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
PRESENTATION OF FINANCIAL INFORMATION
The historical financial information included in this supplemental information is derived from the following historical financial statements
filed previously with the Securities and Exchange Commission ( SEC ):
Our results of operations for the nine month period ended
September 28, 2018 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2018, and you should not assume the results of operations for any past periods indicate results for any future
period. The information set forth below should be read together with the other information contained in Colfax s and DJO s audited annual consolidated financial statements and unaudited interim consolidated financial statements.
In addition, this supplemental information includes certain unaudited financial information for the twelve months ended September 28,
2018 (the LTM Financial Information ). This financial information has been calculated (i) with respect to Colfax, by adding Colfax s historical results for the year ended December 31, 2017, to Colfax s historical
results for the nine months ended September 28, 2018, less Colfax s historical results for the nine months ended September 29, 2017 and (ii) with respect to DJO, by adding DJO s historical results for year ended
December 31, 2017, to DJO s historical results for the nine months ended September 29, 2018, less DJO s historical results for the nine months ended September 30, 2017. See Summary Historical Consolidated Financial
Data of Colfax and Summary Historical Consolidated Financial Data of DJO. The LTM Financial Information has been prepared solely for the purposes of this supplemental information, is not prepared in the ordinary course of our
financial reporting and has not been audited or reviewed. It is for illustrative purposes only and is not necessarily representative of our or DJO s results of operations, for any future period or our or DJO s financial condition at any
PRO FORMA FINANCIAL INFORMATION
This supplemental information presents unaudited pro forma consolidated condensed balance sheet data as of September 28, 2018, and the
unaudited pro forma consolidated condensed statements of operations for the year ended December 31, 2017, the nine months ended September 28, 2018 and the twelve months ended September 28, 2018.
The unaudited pro forma consolidated condensed balance sheet considers: the unaudited consolidated balance sheets of Colfax as of
September 28, 2018 and DJO as of September 29, 2018, and gives effect to the Acquisition, the Financing Transactions and the application of the proceeds therefrom as if each occurred on September 28, 2018.
The unaudited pro forma consolidated condensed statements of operations consider (i) the unaudited historical statements of operations of
Colfax for the nine months ended September 28, 2018 and the unaudited statement of income data for DJO for the nine months ended September 29, 2018, and give effect to the Acquisition, the Financing Transactions and the application of the
proceeds therefrom, as if each occurred on January 1, 2017 and (ii) the audited statements of operations of Colfax and the audited statement of income data, in each case, for the year ended December 31, 2017, and gives effect to the
Acquisition, the Financing Transactions and the application of the proceeds therefrom, as if each occurred on January 1, 2017.
addition, this supplemental information includes certain unaudited pro forma financial information for the twelve months ended September 28, 2018 which has been derived from (i) the results of Colfax for the twelve months ended
September 28, 2018 (calculated by adding Colfax s historical results for the year ended December 31, 2017, to Colfax s historical results for the nine months ended September 28, 2018, and subtracting Colfax s historical
results for the nine months ended September 29, 2017) and (ii) the results of DJO for the twelve months ended September 29, 2018 (calculated by adding DJO s historical results for year ended December 31, 2017, to DJO s
historical results for the nine months ended September 29, 2018, and subtracting DJO s historical results for the nine months ended September 30, 2017), as adjusted to reflect the business combination effect resulting from the
Acquisition (as defined herein) and the Financing Transactions (as defined herein), including the application of the proceeds therefrom.
The historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the
Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited consolidated condensed statements of operations, expected to have a continuing impact on the consolidated entity s condensed results. The unaudited pro
forma consolidated financial data are based upon the historical consolidated financial data of Colfax and DJO, after giving effect to the Acquisition and the Financing Transactions, including the application of the proceeds therefrom, as of the
dates and for the periods indicated. The unaudited pro forma consolidated financial data should be read in conjunction with the financial statements previously filed with the SEC and the related notes thereto.
In this supplemental information, we refer to the issuance of the Units (as defined below) and the borrowings under the New Credit Facility
(as defined below) and, if not cancelled in full, under the Bridge Facility (as defined below) as the Other Financing Transactions. We refer to issuance of the notes, the Assumption and the Other Financing Transactions, collectively, as
the Financing Transactions.
NON-GAAP FINANCIAL MEASURES
This supplemental information includes Adjusted EBITDA, Leverageable Adjusted EBITDA, free cash flow, pro forma Adjusted EBITDA, pro
forma Leverageable Adjusted EBITDA, pro forma Leverage Ratio and pro forma Fixed Charge Coverage Ratio for Colfax and DJO, as applicable, which are non-GAAP financial measures. See Summary Historical
Consolidated Financial Data of Colfax , Summary Historical Consolidated Financial Data of DJO and Summary Unaudited Pro Forma Consolidated Condensed Financial Information of Colfax and DJO for the definitions of such non-GAAP financial measures and reconciliations to the most directly comparable U.S. GAAP measures. We use Adjusted EBITDA to manage our operating results. Adjusted EBITDA is presented exclusively as a supplemental
disclosure because management believes that Adjusted EBITDA is widely used to measure the performance, and as a basis for valuation, and is therefore useful in
measuring performance at a consolidated or segment level as well. In light of the Acquisition, we have presented Leverageable Adjusted EBITDA as a single measure to compare the non-GAAP operating metrics prepared and presented for historical periods by each of Colfax and DJO. We reconcile Adjusted EBITDA and Leverageable Adjusted EBITDA for Colfax to operating income because it is the most
directly comparable GAAP measure. However, each of Adjusted EBITDA, Leverageable Adjusted EBITDA, Adjusted EBITDA margin, Leverageable Adjusted EBITDA margin and free cash flow has limitations as an analytical tool including:
Our and DJO s measurements of these metrics,
as applicable, may not be comparable to similarly titled measures of other companies or to each other. Because of these limitations, the non-GAAP financial measures presented in this supplemental information
should not be considered in isolation or as substitutes for performance measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures are not prepared in accordance with U.S. GAAP;
therefore, the information is not necessarily comparable to other companies financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with U.S.
GAAP. Any analysis of non-U.S. GAAP financial measures should be used only in conjunction with results presented in accordance with U.S. GAAP.
Further, our presentation of Adjusted EBITDA with respect to Colfax as set forth herein differs from that we have presented historically. For
example, our presentation of Adjusted EBITDA herein does not include stock-based compensation or other impairment charges.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this supplemental information that are not historical facts are forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act ). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E
of the Exchange Act. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this supplemental information. All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including statements regarding: projections of revenue, profit margins, expenses, tax provisions and tax rates, earnings or losses from operations, impact of foreign exchange rates, cash flows, pension and
benefit obligations and funding requirements, synergies or other financial items; plans, strategies and objectives of management for future operations including statements relating to potential acquisitions, compensation plans or purchase
commitments; developments, performance or industry or market rankings relating to products or services; future economic conditions or performance; the outcome of outstanding claims or legal proceedings including asbestos-related liabilities and
insurance coverage litigation; potential gains and recoveries of costs; assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that we intend, expect, project, believe or anticipate will
or may occur in the future. Forward-looking statements may be characterized by terminology such as believe, anticipate, should, would, intend, plan, will,
expect, estimate, project, positioned, strategy, targets, aims, seeks, sees, and similar expressions. These statements are based on
assumptions and assessments made by our management in light of their experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate.
Certain Supplemental Information of Colfax and DJO
Since 2014, Colfax has launched over 25 major new products, including 11 in 2018.
For the nine months ended September 28, 2018, approximately 77.7% of Colfax s Net sales were shipped to locations outside of the U.S., with approximately
49.3% shipped to locations in emerging markets.
Research and development expense for Colfax was $37.0 million and $30.2 million for the nine months ended
September 28, 2018 and September 29, 2017, respectively.
In 2017, approximately three-fourths of DJO s total revenues were generated by Prevention
In 2017, approximately a fourth of DJO s total revenues were generated by Reconstructive.
On November 19, 2018, Colfax entered into an Agreement and Plan of Merger (the Merger Agreement ) with DJO, pursuant to which
Colfax agreed to purchase DJO (the Acquisition ) from private equity funds managed by The Blackstone Group L.P. for approximately $3.15 billion in cash, including the redemption and repayment of a portion of DJO debt, subject to
certain price adjustments set forth in the Merger Agreement. DJO develops, manufactures and distributes high-quality medical devices with a broad range of products used for rehabilitation, pain management and physical therapy.
Pursuant to the Merger Agreement, subject to the satisfaction or waiver of specified conditions, an indirect, wholly-owned subsidiary of
Colfax will merge with and into DJO, with DJO continuing as the surviving company and an indirect, wholly-owned subsidiary of Colfax. The Acquisition is expected to close in the first quarter of 2019, subject to the satisfaction of customary closing
The shareholders of DJO approved the Acquisition on November 19, 2018. The completion of the Acquisition is not subject
to the approval of Colfax shareholders or the receipt of financing by Colfax. As of the date of this supplemental information, the completion of the Acquisition remains subject to the following closing conditions: (i) the receipt of certain
regulatory approvals (or the termination or expiration of applicable waiting periods); (ii) the absence of any order, or the enactment of any law, prohibiting the Acquisition; (iii) subject to certain exceptions, the accuracy of the
representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement; and (iv) the absence of any material adverse effect on DJO or Colfax since the date of the Merger
Agreement. The Merger Agreement also contains certain termination rights for DJO and Colfax and provides that Colfax will pay DJO a termination fee of $220.5 million if DJO terminates the Merger Agreement under certain specific conditions.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of such
Acquisition Financing
Colfax anticipates that approximately $3.2 billion will be required to pay the Acquisition consideration to the DJO shareholders, to pay
fees and expenses relating to the Acquisition and to repay certain indebtedness of DJO. Colfax intends to finance the Acquisition with the net proceeds from an offering of notes, the net proceeds from a completed registered offering of
$460 million aggregate amount of tangible equity units (the Units ), and borrowings under the New Credit Facility, as described below, together with $100.0 million of cash on hand.
In connection with entering into the Merger Agreement, we entered into a debt commitment letter (as amended and restated, the Commitment
Letter ), with JPMorgan Chase Bank, N.A., Credit Suisse AG, Credit Suisse Loan Funding LLC and certain other lenders party thereto, pursuant to which such financial institutions have committed to provide $3.29 billion of bridge financing
for the Acquisition (the Bridge Facility ). The funding of the Bridge Facility is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to the bridge
financing in accordance with the terms set forth in the related commitment letter and (ii) the consummation of the Acquisition in accordance with the Merger Agreement.
To finance a portion of the consideration for the Acquisition, we have entered into the
following transactions as of the date of this supplemental information:
As a result of the offering of the Units, the Bridge Facility (and
corresponding commitment) has been reduced on a dollar-for-dollar basis by proceeds from the completed sale of Units described above. The Bridge Facility (and
corresponding commitment) will also be reduced on a dollar-for-dollar basis by proceeds from the notes and, subject to the limitations described above, borrowings under
the New Credit Facility. To the extent the proceeds from an offering of notes, together with the proceeds of the completed sale of Units, borrowings under the New Credit Facility and cash on hand, are at least $3.29 billion, the Bridge Facility
commitment will be cancelled and terminated in full. However, there is no guarantee that we will be able to raise gross proceeds in the amounts contemplated or at all.
This supplemental information is not an offer to sell or a solicitation of an offer to buy any notes being offered in the notes offering,
which will be made by a separate offering document and is not part of this supplemental information. There can be no assurance as to when or if or on what terms any such offering of the notes will take place. In addition, the timing, amounts and
terms of the contemplated financing will depend on market conditions and other factors, and our financing plans are subject to change.
Air and Gas Handling Business
Last updated: Jan 28, 2019