Item 8.01. Other
Events
On June 21, 2021, Welbilt, Inc. (the “Company”
or “Welbilt”) and The Middleby Corporation (“Middleby”) each filed with the Securities and Exchange
Commission (the “SEC”) a joint proxy statement/prospectus relating to the previously announced proposed merger (the
“Merger”) involving the Company and Middleby pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of April 20, 2021, by and among the Company, Middleby, Middleby Marshall Inc., a Delaware corporation and a wholly owned subsidiary
of Middleby (“Acquiror”), and Mosaic Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror.
Important information concerning the Merger is
set forth in the joint proxy statement/prospectus. The joint proxy statement/prospectus is amended and supplemented by, and should be
read as part of and in conjunction with, the information set forth in this Current Report on Form 8-K. Capitalized terms used in this
Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to those terms in the joint proxy statement/prospectus.
SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS
This supplemental information should be
read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein
differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the
information contained in the joint proxy statement/prospectus. Page references in the below disclosures are to the joint proxy statement/prospectus,
and defined terms used but not defined herein have the meanings set forth in the joint proxy statement/prospectus. Without admitting in
any way that the disclosures below are material or otherwise required by law, the Company and Middleby make the following amended and
supplemental disclosures:
The section of the joint proxy statement/prospectus
entitled “The Merger—Background of the Merger” beginning on page 52 is amended and supplemented as follows:
The following paragraph is hereby added
immediately following the seventh paragraph on page 65 of the joint proxy statement/prospectus:
On July 5, 2021, Ali Group
submitted to the Welbilt Board a revised binding proposal to acquire 100% of the outstanding Welbilt Common Stock in an all-cash transaction
at a price of $24.00 per share (representing approximately $3.5 billion in aggregate equity value, on a fully diluted basis), together
with proposed execution versions of the related transaction documents (including a voting agreement from affiliates of Carl C. Icahn),
which revised proposal and documents were subsequently shared with Middleby in accordance with the terms of the Merger Agreement. Later
on July 5, 2021, the Welbilt Transaction Committee held a virtual meeting at which representatives of Welbilt’s senior management
team, Morgan Stanley and Gibson Dunn were present by the Welbilt Transaction Committee’s invitation. Following a discussion of Ali
Group’s revised proposal, the Welbilt Transaction Committee instructed Welbilt’s representatives to ask Ali Group if they
would be prepared to improve the revised proposal.
Subsequent to receipt
of the revised proposal, Welbilt’s representatives asked Ali Group’s representatives to make improvements to the revised proposal,
including increased consideration, a reduction in the termination fee included therein (which fee was $124 million) and revisions to the
timing of the expiration of the revised proposal. Ali Group indicated they were not prepared to increase the consideration at this time,
but submitted on July 6, 2021, a slightly revised binding proposal. The revised proposal reflected an expiration date of July 14, 2021,
beyond the expiration of the period for Middleby’s matching rights pursuant to the Merger Agreement, and a reduced termination fee
of $110 million.
On July 6, 2021, the
Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson
Dunn were present to discuss the terms of Ali Group’s revised proposal. Welbilt’s senior management team reviewed with
the Welbilt Board the Updated Welbilt Management Forecasted Financial Information (as defined below), which was prepared in
accordance with Welbilt’s annual strategic planning process, and the Welbilt Board unanimously approved the Updated Welbilt
Management Forecasted Financial Information. Representatives of Morgan Stanley discussed a preliminary financial analysis of Ali
Group’s revised proposal. The Welbilt Board and representatives of Welbilt’s senior management team, Morgan Stanley and
Gibson Dunn further discussed the terms of Ali Group’s revised proposal, including that the terms were consistent with the
Merger Agreement, other than certain changes necessary to reflect the all-cash consideration and a so-called
“hell-or-high-water” regulatory efforts standard required of Ali Group in connection with seeking regulatory clearances.
Following such discussion, the Welbilt Board unanimously determined, after consultation with its outside financial advisors and
outside legal counsel, that Ali Group’s revised proposal constitutes a Company Superior Proposal and that the failure to
terminate the Merger Agreement in order to enter into a definitive agreement with respect to Ali Group’s revised proposal
would reasonably be expected to be inconsistent with the Welbilt Board’s fiduciary duties under applicable law. The Welbilt
Board directed Welbilt management to deliver to Middleby notice of Welbilt’s intent to terminate the Merger Agreement, subject to Welbilt's obligation pursuant to the terms of the Merger Agreement to negotiate in good faith with Middleby for a period of
five business days following delivery of such notice, which
notice was subsequently delivered to Middleby in accordance with the Merger Agreement. The Welbilt Board further instructed Welbilt
management and Morgan Stanley to deliver to Middleby and Ali Group the Updated Welbilt Management Forecasted Financial
Information.
The section of the joint proxy statement/prospectus
entitled “The Merger—Certain Unaudited Forecasted Financial Information” beginning on page 94 is amended and
supplemented as follows:
The first paragraph under the section of
the joint proxy statement/prospectus entitled “The Merger—Certain Unaudited Forecasted Financial Information” beginning
on page 94 is amended and supplemented by adding the following underlined disclosures:
Middleby does not, as a matter of course,
make public long-term forecasts or internal projections as to future performance, revenues, production, earnings or other results due
to, among other reasons, the uncertainty of the underlying assumptions and estimates. In connection with the Merger, Middleby management
prepared certain unaudited internal financial forecasts with respect to (i) Middleby on a stand-alone basis, which we refer to, together
with certain extrapolations of such prospective financial information for certain fiscal years prepared at the direction of Middleby management,
as the “Middleby Base Case,” (ii) Welbilt as a subsidiary of Middleby after giving effect to the Merger, which we refer to,
together with certain extrapolations of such prospective financial information for certain fiscal years prepared at the direction of Middleby
management, as the “Middleby View of Welbilt Integrated Case” and (iii) Welbilt on a stand-alone basis, which we refer to,
together with certain extrapolations of such prospective financial information for certain fiscal years prepared at the direction of Middleby
management, as the “Middleby View of Welbilt Standalone Case” and, together with the Middleby Management Base Case and the
Middleby View of Welbilt Integrated Case, the “Middleby Management Forecasted Financial Information.” Also, in connection
with Middleby’s evaluation of the Merger, Middleby management approved for use certain publicly available consensus “street
estimates” for Middleby, as extrapolated for certain fiscal years at the direction of Middleby management, which is referred to
as the “Middleby Consensus Forecasted Financial Information” and, together with the Middleby Management Forecasted Financial
Information, the “Middleby Forecasted Financial Information” and, collectively with the Welbilt Forecasted Financial Information
and the Updated Welbilt Management Forecasted Financial Information, the “Forecasted Financial Information.”
The Middleby Forecasted Financial Information was provided to the Middleby Board and Middleby’s financial advisor. In addition,
the Welbilt Management Forecasted Financial Information was provided by Welbilt management to Middleby management and Middleby’s
financial advisor. The Middleby Board directed representatives of Guggenheim to use the Middleby Management Forecasted Financial Information
in connection with its financial analyses and opinion as described in the section of this joint proxy statement/prospectus entitled “The
Merger—Opinion of Middleby’s Financial Advisor.”
The second paragraph under the section
of the joint proxy statement/prospectus entitled “The Merger—Certain Unaudited Forecasted Financial Information” beginning
on page 94 is amended and supplemented by adding the following underlined disclosures:
Welbilt does not, as a matter of course, make
public long-term forecasts or internal projections as to future performance, revenues, production, earnings or other results due to, among
other reasons, the uncertainty of the underlying assumptions and estimates. As part of its annual strategic planning process, Welbilt
management prepares an internal long-range financial plan containing certain non-public unaudited prospective financial information with
respect to Welbilt on a standalone basis, which we refer to, together with certain extrapolations of such prospective financial information
for certain fiscal years prepared at the direction of Welbilt management, as the “Welbilt Management Forecasted Financial Information.”
On July 6, 2021, in accordance with Welbilt’s annual strategic planning process, Welbilt management provided to the Welbilt
Board and Welbilt’s financial advisor updated non-public unaudited prospective financial information with respect to Welbilt on
a standalone basis, which we refer to as the “Updated Welbilt Management Forecasted Financial Information.” Additionally,
in connection with the Merger, Middleby provided to Welbilt and its advisors certain unaudited internal financial forecasts with respect
to Middleby on a stand-alone basis, which were extrapolated for certain years at the direction of Welbilt management, and which are referred
to as the “Welbilt View of Middleby Management Forecasted Financial Information”. Welbilt management also approved for use
certain publicly available consensus “street estimates” for Welbilt and Middleby, as extrapolated for certain fiscal years
at the direction of Welbilt management, which are referred to as to as the “Welbilt Consensus Forecasted Financial Information of
Welbilt” and the “Welbilt Consensus Forecasted Financial Information of Middelby”, respectively, and, together with
the Welbilt Management Forecasted Financial Information and the Welbilt View of Middleby Management Forecasted Financial Information,
the “Welbilt Forecasted Financial Information.” The Welbilt Forecasted Financial Information was provided by Welbilt management
to the Welbilt Board and Welbilt’s financial advisor for its use and reliance in connection with its financial analyses and opinion
(see “The Merger—Opinion of Welbilt’s Financial Advisor” beginning on page 83) and the Updated Welbilt Management
Forecasted Financial Information was provided to the Welbilt Board and to Welbilt’s financial advisor for its use and reliance in
connection with its continuing financial analysis of the pending transaction with Middleby and its preliminary financial analysis of the
revised proposal received from Ali Group.
The seventh paragraph under the section
of the joint proxy statement/prospectus entitled “The Merger—Certain Unaudited Forecasted Financial Information” beginning
on page 94 is amended and supplemented by adding the following underlined disclosures:
The Forecasted Financial Information was not
prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute
of Certified Public Accountants for preparation or presentation of prospective financial information. The Middleby Forecasted Financial
Information (other than any portion thereof provided by Welbilt) included in this joint proxy statement/prospectus has been prepared at
the direction of, and is the responsibility of, management of Middleby. The Welbilt Forecasted Financial Information (other than any portion
thereof provided by Middleby) and the Updated Welbilt Management Forecasted Financial Information included in this joint
proxy statement/prospectus has been prepared at the direction of, and is the responsibility of, management of Welbilt. Neither Ernst &
Young LLP nor PricewaterhouseCoopers LLP has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the
Forecasted Financial Information and, accordingly, neither Ernst & Young LLP nor PricewaterhouseCoopers LLP expresses an opinion or
any other form of assurance with respect thereto. The report of Ernst & Young LLP contained in Middleby’s Annual Report on Form
10-K for the year ended January 2, 2021, which is incorporated by reference into this joint proxy statement/prospectus, relates to historical
financial information of Middleby, and such report does not extend to the Middleby Forecasted Financial Information and should not be
read to do so. In addition, the PricewaterhouseCoopers LLP report contained in Welbilt’s Annual Report on Form 10-K for the year
ended December 31, 2020, which is incorporated by reference in this joint proxy statement/prospectus, relates to historical financial
information of Welbilt, and such report does not extend to the Welbilt Forecasted Financial Information or the Updated Welbilt Management
Forecasted Financial Information and should not be read to do so.
The section of the joint proxy statement/prospectus
entitled “The Merger—Certain Unaudited Forecasted Financial Information—Welbilt Forecasted Financial Information”
beginning on page 98 is amended and supplemented by adding the following disclosures:
Updated Welbilt Management
Forecasted Financial Information:
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Welbilt Stand-Alone(1)
Fiscal Year Ending December 31,
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(in millions of US dollars)
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2020A
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2021E
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2022E
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2023E
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2024E
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Revenue
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$
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1,153
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$
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1,482
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$
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1,572
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$
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1,643
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$
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1,692
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Adjusted EBITDA (burdened by SBC)(2)
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$
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171
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$
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267
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$
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336
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$
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389
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$
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405
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(1)
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The Updated Welbilt Management Forecasted Financial Information set forth in this table does not take into account any circumstances or events occurring after the date it was prepared. Given that the Middleby Special Meeting and Welbilt Special Meeting will be held several weeks after the Updated Welbilt Management Forecasted Financial Information was prepared, as well as the uncertainties inherent in any forecasted information, Middleby stockholders and Welbilt stockholders are cautioned not to place undue reliance on such information.
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(2)
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For purposes of the Updated Welbilt Management Forecasted Financial Information, Adjusted EBITDA (burdened by SBC) is defined as GAAP operating income plus (i) depreciation and amortization expense and (ii) certain other one-time items such as restructuring activities and Welbilt’s Business Transformation Program expense and certain other items. Adjusted EBITDA (burdened by SBC) is a financial measure that is not defined under or calculated in accordance with GAAP.
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Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Such
forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks
and uncertainties, including, but are not limited to, the following factors: the risk that the conditions to the closing of any transaction
are not satisfied, including the risk that required approvals of any transaction from the stockholders of Welbilt or from regulators are
not obtained; litigation relating to any transaction; and uncertainties as to the timing of the consummation of a transaction and the
ability of any party to consummate the transaction. Other factors that might cause such a difference include those discussed in Welbilt’s
filings with the SEC, which include its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and
in the joint proxy statement/prospectus on Form S-4 filed in connection with the Middleby transaction. For more information, see the section
entitled “Risk Factors” and the forward looking statements disclosure contained in Welbilt’s Annual Reports on Form
10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except
as required by federal securities laws and rules and regulations of the SEC, Welbilt undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the Middleby merger agreement, Middleby and Welbilt
have filed with the SEC a registration statement on Form S-4 (SEC File No. 333-256653) that includes a joint proxy statement of
Middleby and Welbilt that also constitutes a prospectus of Middleby. The registration statement was declared effective by the SEC on
June 11, 2021, and the joint proxy statement/prospectus was mailed or otherwise disseminated to shareholders of Middleby and Welbilt.
Welbilt has also filed and plans to file other relevant documents with the SEC regarding the proposed transactions. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of
the joint proxy statement/prospectus and other documents filed with the SEC by Welbilt through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Welbilt will be available free of charge on Welbilt’s website at www.welbilt.com
or by contacting Welbilt’s Investor Relations Department by email at Richard.sheffer@welbilt.com
or by phone at (727) 853-3079.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.