SEC Comment Letter for Enovis CORP (ENOV) (CIK 0001420800) (ENOV) — Oct 4, 2018
Enovis CORP (ENOV) (CIK 0001420800)
Date: Oct. 4, 2018 · CIK: 0001420800 · Accession: 0000000000-18-031372
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 October 4 , 2018 Via Facsimile Christopher M. Hix Senior Vice Pr esident , Chief Financial Officer and Treasurer Colfax Corporation 420 National Business Parkway, 5th Floor Annapolis Junction, MD 20701
Re: Colfax Corporation Form 10-K for the Fiscal Year Ended December 3 1, 2017 Filed February 16 , 2018 File No. 1-34045
Dear Mr. Hix:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to p rovide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Risk Factors, page 7 We have done and may continue to do business in countries subject to U.S. sanctions…, page 10
1. In your letter to us dated May 26, 2015, you discussed contacts with Sudan and Syria. Your disclosure does not discuss contacts with those countries. As you know, Sudan and Syria are designated by the State Department as state sponsors of terrorism and are subject to U.S. sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria since the 2015 letter, including with their governmen ts, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements. Please also discuss the materiality of any contacts, in quantitative terms and in terms of qualitative factors that a reasonable investor wou ld deem important in making an investment decision. Tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan
Christopher M. Hix Colfax Corporation October 4 , 2018 Page 2
and Syria for the last three fiscal years and the subsequent interim period. Finally, tell us whether any contacts involve dual use products and, if so, the nature of the dual uses.
2. Section 3.23 of the September 24, 2017 Purchase Agreement between you and Circor International, Inc. sets forth a representation that, except as described in Section 3.23 o f your Disclosure Letter, the fluid handling business is being, and since September 1, 2012 has been, conducted in compliance with all applicable United States import, export control and sanctions laws and regulations . Please tell us whether those exceptions relate to Sudan, Syria or North Korea.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
Mail Stop 4628
October 4 , 2018
Via Facsimile
Christopher M. Hix
Senior Vice Pr esident , Chief Financial Officer and Treasurer
Colfax Corporation
420 National Business Parkway, 5th Floor
Annapolis Junction, MD 20701
Re: Colfax Corporation
Form 10-K for the Fiscal Year Ended December 3 1, 2017
Filed February 16 , 2018
File No. 1-34045
Dear Mr. Hix:
We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments. Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues. In our comments , we ask you to p rovide us with information so we may better
understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Risk Factors, page 7
We have done and may continue to do business in countries subject to U.S. sanctions…, page 10
1. In your letter to us dated May 26, 2015, you discussed contacts with Sudan and Syria.
Your disclosure does not discuss contacts with those countries. As you know, Sudan and
Syria are designated by the State Department as state sponsors of terrorism and are
subject to U.S. sanctions and/or export controls. Please describe to us the nature and
extent of any past, current, and anticipated contacts with Sudan and Syria since the 2015
letter, including with their governmen ts, whether through subsidiaries, distributors,
resellers, affiliates, or other direct or indirect arrangements. Please also discuss the
materiality of any contacts, in quantitative terms and in terms of qualitative factors that a
reasonable investor wou ld deem important in making an investment decision. Tell us the
approximate dollar amounts of any revenues, assets and liabilities associated with Sudan
Christopher M. Hix
Colfax Corporation
October 4 , 2018
Page 2
and Syria for the last three fiscal years and the subsequent interim period. Finally, tell us
whether any contacts involve dual use products and, if so, the nature of the dual uses.
2. Section 3.23 of the September 24, 2017 Purchase Agreement between you and Circor
International, Inc. sets forth a representation that, except as described in Section 3.23 o f
your Disclosure Letter, the fluid handling business is being, and since September 1, 2012
has been, conducted in compliance with all applicable United States import, export
control and sanctions laws and regulations . Please tell us whether those exceptions relate
to Sudan, Syria or North Korea.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
cc: Ronald Mueller, Esq.
Gibson, Dunn & Crutcher LLP
Amanda Ravitz
Assistant Director