Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On May 28, 2021, John Bean Technologies Corporation (the "Company"), closed its
previously announced private offering of $402.5 million aggregate principal
amount of the Company's 0.25% Convertible Senior Notes due 2026 (the "Notes"),
which includes $52.5 million aggregate principal amount of Notes issued in
connection with the initial purchasers' full exercise of their option to acquire
additional Notes (the "Offering"), pursuant to an indenture, dated May 28, 2021
(the "Indenture"), between the Company and Wilmington Trust, National
Association, as trustee.
Interest on the Notes will accrue from May 28, 2021 and is payable semi-annually
in arrears on May 15 and November 15 of each year, beginning on November 15,
2021, at a rate of 0.25% per year. The Notes will mature on May 15, 2026 unless
earlier converted, redeemed or repurchased. The initial conversion rate for the
Notes is 5.8958 shares of the Company's common stock per $1,000 principal amount
of Notes (equivalent to an initial conversion price of approximately $169.61 per
share of the Company's common stock), subject to adjustment.
In connection with the Offering, the Company received gross proceeds of
$402.5 million and net proceeds, after initial purchasers' discounts and payment
of the cost of the note hedge transactions (partially offset by the proceeds to
the Company from the warrant transactions) and before offering expenses, of
$356.2 million. The Company expects to use the net proceeds from the Offering
for general corporate purposes, which may include potential acquisitions or
other strategic investments.
The Company may not redeem the Notes prior to May 20, 2024. On or after May 20,
2024, the Company may redeem for cash all or any portion of the Notes, at its
option, if the last reported sale price of the common stock has been at least
130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and including, the
trading day immediately preceding the date on which the Company provides notice
of redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed plus accrued and unpaid interest to, but excluding, the
redemption date. If the Company redeems less than all the outstanding Notes, at
least $100 million aggregate principal amount of Notes must be outstanding and
not subject to redemption as of the relevant redemption notice date.
Holders may convert their Notes under the following conditions at any time prior
to the close of business on the business day immediately preceding February 15,
2026 in multiples of $1,000 principal amount, only under the following
circumstances:
• during any calendar quarter commencing after the calendar quarter ending
on September 30, 2021 (and only during such calendar quarter), if the
last reported sale price of the common stock for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive trading
days ending on, and including, the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of the
conversion price on each applicable trading day;
• during the five business day period after any ten consecutive trading day
period (the "measurement period") in which the trading price (as defined
below) per $1,000 principal amount of notes for each trading day of the
measurement period was less than 98% of the product of the last reported
sale price of the common stock and the conversion rate on each such
trading day;
• if the Company calls such notes for redemption, at any time prior to the
close of business on the scheduled trading day immediately preceding the
redemption date, but only with respect to the notes called (or deemed
called) for redemption; or
• upon the occurrence of certain corporate events, as specified in the
Indenture.
In addition, holders may convert their Notes, in multiples of $1,000 principal
amount, at their option at any time on or after February 15, 2026, and prior to
the close of business on the second scheduled trading day immediately preceding
the stated maturity date of the Notes, without regard to the foregoing
circumstances.
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Upon the occurrence of a fundamental change (as defined in the Indenture),
subject to certain conditions, holders of the Notes may require the Company to
repurchase for cash all or any portion of their Notes in principal amounts of
$1,000 or an integral multiple thereof, at a repurchase price of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest to, but
excluding, the repurchase date. In addition, following certain corporate events
that occur prior to the maturity date or if we deliver a notice of redemption,
we will, in certain circumstances, increase the conversion rate for a holder who
elects to convert its notes in connection with such a corporate event or convert
its notes called (or deemed called) for redemption during the related redemption
period, as the case may be.
The Indenture contains customary covenants and events of default.
The Notes were offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). The Notes and any common stock of the Company
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 3.02.
The Company sold the warrants comprising the warrant transactions described
above to the option counterparties in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act. The warrants and
the shares of the common stock issuable upon exercise of the warrants, if any,
have not been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. To the extent that any shares of the common stock are
issued upon exercise of the warrants by any of the option counterparties
pursuant to the respective warrants, such shares will be issued in transactions
anticipated to be exempt from registration under the Securities Act by virtue of
Section 3(a)(9) thereof, because no commission or other remuneration is expected
to be paid in connection with any resulting issuance of shares of the common
stock. The maximum number of shares of the common stock issuable in connection
with the warrants is 4,746,120, subject to adjustments as set forth in the
warrant confirmations.
Item 8.01 Other Events.
On May 25, 2021, the Company entered into a purchase agreement with Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the
several initial purchasers (the "Purchase Agreement"). Pursuant to the Purchase
Agreement, the Company granted the Initial Purchasers a 13-day option (the
"Overallotment Option") to purchase up to an additional $52.5 million aggregate
principal amount of the Notes at the public offering price less the Initial
Purchasers' discounts. The Initial Purchasers exercised the Overallotment Option
in full, and the Overallotment Option closed on May 28, 2021.
Cautionary Note Regarding Forward-Looking Statements
This current report contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
information of a non-historical nature and are subject to risks and
uncertainties that are beyond the Company's ability to control. Forward-looking
statements include, among others, the ability to complete the Offering and the
convertible note hedge transactions on favorable terms, if at all, and general
market conditions (including the COVID-19 pandemic and related economic impact)
which might affect the Offering and the convertible note hedge transactions. The
factors that could cause our actual results to differ materially from
expectations include but are not limited to the following factors: the duration
of the COVID-19 pandemic and the effects of the pandemic on our ability to
operate our business and facilities, on our customers, on our supply chains and
on the economy generally; fluctuations in our financial results; unanticipated
delays or acceleration in our sales cycles; deterioration of economic
conditions; disruptions in the political, regulatory, economic and social
conditions of the countries in which we conduct business; changes to trade
regulation, quotas, duties or tariffs; risks associated with acquisitions;
effects of the U.K.'s exit from the E.U.; fluctuations in currency exchange
rates; difficulty in implementing our business strategies; increases in energy
or raw material prices, freight costs, and lack of availability of raw materials
driven by supply chain delays and inflationary pressures; changes in food
consumption patterns; impacts of pandemic illnesses, food borne illnesses and
diseases to various agricultural products; weather conditions and natural
disasters; impact of climate change and environmental protection initiatives;
our ability to comply with the laws and regulations governing our U.S.
government contracts;
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acts of terrorism or war; termination or loss of major customer contracts and
risks associated with fixed-price contracts; customer sourcing initiatives;
competition and innovation in our industries; our ability to develop and
introduce new or enhanced products and services and keep pace with technological
developments; difficulty in developing, preserving and protecting our
intellectual property or defending claims of infringement; catastrophic loss at
any of our facilities and business continuity of our information systems;
cyber-security risks; loss of key management and other personnel; potential
liability arising out of the installation or use of our systems; our ability to
comply with U.S. and international laws governing our operations and industries;
increases in tax liabilities; work stoppages; fluctuations in interest rates and
returns on pension assets; availability of and access to financial and other
resources; and other factors described under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's most recent Annual Report on Form 10-K filed with
the Securities and Exchange Commission. In addition, many of our risks and
uncertainties are currently amplified by and will continue to be amplified by
the COVID-19 pandemic. Given the highly fluid nature of the COVID-19 pandemic,
it is not possible to predict all such risks and uncertainties. The Company
cautions shareholders and prospective investors that actual results may differ
materially from those indicated by the forward-looking statements. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future developments,
subsequent events or changes in circumstances or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
4.1 Indenture, dated as of May 28, 2021, by and among John Bean
Technologies Corporation and Wilmington Trust, National Association,
as trustee.
4.2 Form of 0.25% Convertible Senior Note due 2026 (included in Exhibit
4.1)
10.1 First Amendment to Credit Agreement, dated as of May 25, 2021, by
and among John Bean Technologies Corporation, John Bean Technologies
Europe B.V., the Subsidiary Guarantors party thereto, and Wells Fargo
Bank, National Association, as administrative agent for the lenders.
10.2 Form of Bond Hedge Confirmation.
10.3 Form of Warrant Confirmation.
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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