SecProbe.io

November 9, 2011

Via E-mail
A. Lynne Puckett Senior Vice President, General Counsel and Secretary Colfax Corporation 8170 Maple Lawn Boulevard Fulton, MD 20759
Re: Colfax Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed October 13, 2011 File No. 001-34045

Dear Ms. Puckett:
 We limited our review of your f iling to those issues we have addressed in our comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Background of the Acquisition, page 48

 1. Each disclosed report, opinion or  appraisal from an outside part y that is materially related
to the transaction, whether oral or written, requires a reasonably  detailed description
meeting the requirements of Item 1015(b) of Regulation M-A.  In this regard, please
revise to summarize all the reports, opinions and appr aisals you have mentioned,
including those from Deutsche Bank on July 5 and August 4 through August 13.
 2. Please expand your disclosure to clarify how you arrived at the nature, form and amount
of acquisition consideration, including how th e mix between cash and stock to be granted
to Charter’s shareholders was determined.  Cl arify how the structure of the financing was
determined, including the level of financi ng to be received from BDT, Steven and
Mitchell Rales, and Markel.  Ensure your re vised disclosure expl ains how the parties
determined the material terms of the transa ction and investments, including the proposals

A. Lynne Puckett Colfax Corporation November 9, 2011 Page 2

 and counterproposals made by the parties.  Cu rrently, it is unclear what acquisition and
equity financing terms were proposed initia lly and how those terms changed during the
parties’ negotiations.
 Management’s Discussion and Analysis, page 77

 Results of Operations, page 78

 3. Please expand your discussion of the material changes from period to period to explain
the underlying causes of such changes.  For example, you disclose on page 83 that ESAB saw higher volumes and prices that led to in creased revenue in the first six months of
2011, but it is unclear what factors drove the volume and price increases.  Likewise, you
state that adjusted operating profit decreased due to lower profit in welding consumables
and higher overheads, but it is unclear what caused the lower profit or higher overheads.
 Net Cash flow from financing activities, page 94

 4. Please refer to the last sentence of the s econd and third paragraph.  In addition to
disclosing the effect on cash outflows or inflows from drawdowns on your borrowing
facilities, please also disclose  the purpose of those drawdowns.

Financial Statements

5. Please update the financial statements as re quired by Rule 3-12 of Regulation S-X.

Unaudited Pro Forma Condensed Combined  Financial Information, pages 209- 220
 6. We note that pro forma adjustments have b een combined in several captions in the
Unaudited Pro Forma Condensed Combined Stat ements of Operations and Unaudited Pro
Forma Condensed Combined Balance Sheet on pages 210-212.  Please revise the pro
forma financial statements or footnotes to separately disclose significant adjustments
included in each line item.  In addition, revise  Note 4(f) to clearly disclose each of the
reclassification adjustments.  Please refer to  the requirements of Article 11-02(6) of
Regulation S-X.
7. Please include a footnote to the pro forma ba lance sheet to disclose how you determined
the pro forma adjustment for long-term debt and clarify how this amount agrees with the
credit agreement and loans discussed in Note 1 on page 213 and the amount in the
sources of funding table on page 217.
8. We note your discussion in Note 1 that the conversion rate on your  Series A Preferred
Stock is subject to “certain adjustments.”  Please describe the nature of these adjustments.

A. Lynne Puckett Colfax Corporation November 9, 2011 Page 3

 9. We reference the discussion in Note 4(c) of incremental expenses of $9.4 million and
$6.3 million relating to the year ended Decem ber 31, 2010 and the six months ended July
1, 2011.  Please tell us where these expenses are reflected in the pro forma financial
statements.
10. Please revise to clarify how the adjustments in  Note 4(e) are reflected in the pro forma
financial statements.
11. Please tell us how the goodwill and intangibl e asset amounts in Note 5(a) on page 216
agree to the transaction adjustments in the pro forma balance sheet on page 212.
 12. Please tell us how the pro forma adjustme nt for common stock and additional paid-in
capital in the pro forma bala nce sheet agrees w ith the amounts in Notes 5(a) and 5(b).

13. Please tell us how the adjustments discusse d in Note 5(b)(v) under Sources of Funding
agrees to the adjustments made to cash and cash equivalents on page 212.

14. Please revise Note 5(d) to disclose the cal culation of weighted-average basic shares
outstanding and clarify how this reflects the sh ares issued in the transaction discussed in
Note 1.  In addition, disclose the percentage of Colfax outstanding shares that will be
owned by the Charter International sh areholders after the transaction.

15. Please tell us how the selling, general and admi nistrative expense totals in Note 6 on page
220 agree with the amounts in the pro forma statements of operations on pages 210 and
211.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

A. Lynne Puckett Colfax Corporation November 9, 2011 Page 4

 You may contact Praveen Kart holy at (202) 551-3778 or Bria n Cascio at (202) 551-3676
if you have questions regarding comments on the financial statements and related matters.
Please contact Louis Rambo at (202) 51-3289 or Geoffrey Kruczek at (202) 551-3641 with any
other questions.
Sincerely,
   /s/ Geoffrey Kruczek for
Russell Mancuso Branch Chief
  cc: James A. McDonald
Skadden, Arps, Slate, Meagher & Flom