The Middleby Corporation, Inc. (NASDAQ: MIDD; “Middleby” or the
“Company”), a leading worldwide manufacturer of equipment for the
commercial foodservice, food processing, and residential kitchen
industries, today announced that it has commenced a set of
strategic financing transactions, including an amendment to its
senior credit facility and the launch of a $550 million convertible
notes offering. The Company also expects to enter into a related
capped call hedge transaction, which will offset potential dilution
from the conversion feature of the notes.
“Consummation of these strategic transactions will enhance our
capital structure and provide greater financial flexibility as we
lead our business into the future. Most importantly, these actions
reinforce continued investment in our operating and strategic
initiatives supporting long-term growth objectives,” commented
Middleby Chief Executive Officer Tim Fitzgerald.
Overview of Credit Facility
Amendment
- The amended credit agreement will provide for a senior secured
credit facility in an aggregate principal amount of $3.1 billion,
consisting of (i) a $2.75 billion multi-currency revolving credit
facility and (ii) a $350 million term loan facility (after giving
effect to the $400 million prepayment upon effectiveness of the
amendment). The maturity date remains unchanged at January 31,
2025.
- The threshold leverage ratio restricting the incurrence of debt
has been increased to 5.50 to 1.00 from 4.00 to 1.00 through the
maturity of the facility.
- The borrowing cost under the senior credit facility remains
unchanged by the amendment at total net debt leverage ratios of
below 4.00 to 1.00. Pricing at newly established leverage tiers
above 4.00 times increase to a maximum of LIBOR plus 250 basis
points at the highest allowable borrowing levels.
- The amended credit agreement sets forth a secured net debt
leverage ratio of 3.50 to 1.00, with an initial elevated period
providing for a higher covenant of 4.50 to 1.00 times through March
2021 and 4.25 to 1.00 times through June 2021.
- At the end of the company’s fiscal second quarter, the
company’s net debt as defined under the credit facility amounted to
$1,786.7 million and the secured leverage ratio was 2.99 to 1.00.
On a pro-forma basis, after reflecting the anticipated repayment of
$400 million of the senior term loan upon effectiveness of the
amendment, the net debt under the senior credit facility would
amount to $1,386.7 million and the secured leverage ratio would
amount to 2.32.
- Borrowing availability under existing facilities after giving
effect to the contemplated transactions would amount to $1.4
billion.
The information in this press release is for informational
purposes only and shall not constitute, or form a part of, an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities.
About The Middleby Corporation
The Middleby Corporation is a global leader in the foodservice
equipment industry. Middleby develops, manufactures, markets and
services a broad line of equipment used in the commercial
foodservice, food processing, and residential kitchen equipment
industries. Middleby’s leading equipment brands serving the
commercial foodservice industry include Anets®, APW Wyott®, Bakers
Pride®, Beech®, BKI®, Blodgett®, Blodgett Combi®, Blodgett Range®,
Bloomfield®, Britannia®, Carter-Hoffmann®, Celfrost®, Concordia®,
CookTek®, Crown®, CTX®, Desmon®, Deutsche Beverage®, Doyon®,
Eswood®, EVO®, Firex®, Follett®, frifri®, Giga®, Globe®,
Goldstein®, Holman®, Houno®, IMC®, Induc®, Ink Kegs®, Jade®,
JoeTap®, Josper®, L2F®, Lang®, Lincat®, MagiKitch’n®, Market
Forge®, Marsal®, Middleby Marshall®, MPC®, Nieco®, Nu-Vu®,
PerfectFry®, Pitco®, QualServ®, RAM®, Southbend®, Ss Brewtech®,
Star®, Starline®, Sveba Dahlen®, Synesso®, Taylor®, Toastmaster®,
TurboChef®, Ultrafryer®, Varimixer®, Wells® and Wunder-Bar®.
Middleby’s leading equipment brands serving the food processing
industry include Alkar®, Armor Inox®, Auto-Bake®, Baker Thermal
Solutions®, Burford®, Cozzini®, CVP Systems®, Danfotech®, Deutsche
Process®, Drake®, Emico®, Glimek®, Hinds-Bock®, Maurer-Atmos®, MP
Equipment®, M-TEK®, Pacproinc®, RapidPak®, Scanico®, Spooner
Vicars®, Stewart Systems®, Thurne® and Ve.Ma.C.®. Middleby’s
leading equipment brands serving the residential kitchen industry
include AGA® Cookshop®, Brava®, EVO®, Fired Earth®, Heartland®, La
Cornue®, Leisure Sinks®, Lynx®, Marvel®, Mercury®, Rangemaster®,
Rayburn®, Redfyre®, Sedona®, Stanley®, TurboChef®, U-Line® and
Viking®.
Forward-Looking Statements
Statements in this press release or otherwise attributable to
the Company regarding the Company’s business which are not
historical facts are forward-looking statements including, among
other things, statements relating to Middleby’s intention to offer
the notes, the timing of the proposed offering, the proposed terms
of the offering and the intended use of the net proceeds from the
offering are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The Company
cautions investors that such statements are estimates of future
performance and are highly dependent upon a variety of important
factors that could cause actual results to differ materially from
such statements. Any forward-looking statement speaks only as of
the date hereof, and the Company does not undertake any obligation
to publicly update or review any forward-looking statement, whether
as a result of new information, future developments or otherwise,
except as required by law.
For a discussion of some of the risks and important factors that
could affect such forward-looking statements, see the sections
entitled “Forward Looking Statements” and “Risk Factors” in the
offering memorandum related to the offering, as well as the section
entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” incorporated by reference in
the offering memorandum related to the offering from the Company’s
most recent annual and quarterly reports and other filings filed
with the U.S. Securities and Exchange Commission. New risks and
uncertainties emerge from time to time, and it is not possible for
the Company to predict or assess the impact of every factor that
may cause its actual results to differ from those contained in any
forward-looking statements. Forward-looking statements contained
herein speak only as of the date of this press release, and
Middleby expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Middleby’s expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20200817005631/en/
Investor and Public Relations: Darcy Bretz (847) 429-7756
dbretz@middleby.com
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