Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on July 28, 2022, the Company
repaid in full all outstanding amounts under its Credit Agreement, dated March
3, 2016, between Manitowoc Foodservice, Inc., the subsidiary borrowers party
thereto, the lenders party thereto (the "Lenders"), JPMorgan Chase Bank, N.A.,
as administrative agent, Goldman Sachs Bank USA, as syndication agent, HSBC Bank
USA, N.A., Citibank, N.A. and Coöperatieve Rabobank U.A., New York Branch, as
co-documentation agents, and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA,
HSBC Securities (USA) Inc. and Citigroup Global Markets Inc., as joint lead
arrangers and joint bookrunners, as amended from time to time (the "Existing
Credit Agreement"), and terminated the Existing Credit Agreement and all
commitments by the Lenders to extend further credit thereunder in accordance
with its terms. Any guarantees, liens and other security in connection therewith
were terminated and/or released, as applicable.
The Existing Credit Agreement is more fully described in the Company's Current
Report on Form 8-K filed with the SEC on March 9, 2016, which description is
incorporated herein by reference. The description of the Existing Credit
Agreement incorporated by reference is not complete and is subject to and
entirely qualified by reference to the full text of the Existing Credit
Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.01,
5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by
reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), (i) each issued and
outstanding share (each, a "Share") of Class A Common Stock, par value $0.01 per
share ("Company Stock"), was canceled and converted into the right to receive
$24.00 per Share in cash, without interest (the "Merger Consideration"), (ii)
each outstanding option to purchase Company Stock, whether vested or unvested,
was canceled and converted into the right to receive an amount in cash equal to
the per share Merger Consideration less the exercise price per share of Company
Stock of such option, (iii) each outstanding restricted stock award and
restricted stock unit award with respect to Company Stock was vested and
converted into the right to receive an amount in cash equal to the per share
Merger Consideration, and (iv) each outstanding performance stock unit award
with respect to Company Stock was canceled and converted into the right to
receive an amount in cash equal to the product of the per share Merger
Consideration and the number of shares of Company Stock earned pursuant to such
performance stock unit award, assuming the maximum level of performance is
achieved.
The information set forth in the Introductory Note of this Current Report on
Form 8-K with respect to the completion of the Ice Transaction is incorporated
herein by reference into this Item 2.01.
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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The Company's outstanding 9.500% Senior Notes due 2024 (the "Notes") will be
redeemed in full on August 4, 2022 under the indenture governing the Notes. In
addition, the information set forth in Item 1.02 of this Current Report on Form
8-K is incorporated by reference into this Item 2.04.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified
representatives of the New York Stock Exchange ("NYSE") that the Merger had been
completed and requested that NYSE delist the Company Stock. As a result, trading
of Company Stock, which traded under the ticker symbol "WBT" on NYSE, was
suspended after the close of trading on July 28, 2022. In addition, the Company
requested that NYSE file with the SEC a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act") on Form 25 in order to effect the
delisting of the shares of the Company Stock from NYSE and deregistration of
such shares under Section 12(b) of the Exchange Act. The Company also intends to
file with the SEC a Form 15 under the Exchange Act requesting the deregistration
of the shares of the Company Stock under Section 12(g) of the Exchange Act and
suspension of the Company's reporting obligations under Section 13 and 15(d) of
the Exchange Act.
Item 3.03. Material Modification of Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01,
5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by
reference into this Item 3.03.
At the Effective Time, each holder of Company Stock immediately prior to the
Effective Time ceased to have any rights as a stockholder of the Company other
than the right to receive the Merger Consideration pursuant to the Merger
Agreement. The foregoing description does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Merger
Agreement, which is incorporated by to the full text of the Merger Agreement,
which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") by the Company on July 14,
2021 and is incorporated by reference herein.
Item 5.01. Change of Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02
of this Current Report on Form 8-K is incorporated herein by reference into this
Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, all of the members of
the Company's board of directors (which consisted of Dino Bianco, Joan Chow,
Cynthia Egnotovich, Janice Fields, Brian Gamache, William C. Johnson and Andrew
Langham) ceased to be directors of the Company, and Filippo Berti and Bradford
D. Willis became directors of the Company.
Also in connection with the Merger and as contemplated by the Merger Agreement,
upon the consummation of the Merger, Filippo Berti became the Chairman,
President and Chief Executive Officer and Bradford D. Willis became the Chief
Financial Officer, Treasurer and Secretary of the Company. William C. Johnson
(President and Chief Executive Officer), Martin D. Agard (Executive Vice
President and Chief Financial Officer), Joel H. Horn (Executive Vice President,
General Counsel and Corporate Secretary) and Jennifer Gudenkauf (Executive Vice
President and Chief Human Resource Officer) were removed as executive officers
of the Company.
Information set forth under Item 2.01 of this Current Report on Form 8-K
incorporated herein by reference into this Item 5.02.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Amended and Restated Certificate of Incorporation
of the Company that was in effect immediately before the Effective Time was
amended and restated to be in the form attached hereto as Exhibit 3.1. In
addition, at the Effective Time, the Company's bylaws, as in effect immediately
prior to the Effective Time, were amended and restated in their entirety to be
in the form of the bylaws of Merger Sub in effect immediately prior to the
Effective Time. The bylaws are attached hereto as Exhibit 3.2.
The information set forth in the Introductory Note and under Item 2.01 of this
Current Report on Form 8-K is incorporated herein by reference into this Item
5.03.
Item 8.01 Other Events.
On July 29, 2022, Ali issued a press release announcing the completion of the
Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Welbilt, Inc.,
dated July 28, 2022
3.2 Amended and Restated Bylaws of Welbilt, Inc., dated July 28, 2022
99.1 Press Release, dated July 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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