UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒                        Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

WELBILT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
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MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of The Middleby Corporation and Welbilt, Inc.:

On behalf of the boards of directors of The Middleby Corporation (“Middleby”) and Welbilt, Inc. (“Welbilt”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of Middleby and Welbilt. We are requesting that you take certain actions as a Middleby or Welbilt stockholder.

On April 20, 2021, Middleby, Middleby Marshall Inc., a Delaware corporation and wholly owned, direct subsidiary of Middleby (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Welbilt entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), providing for the merger of Merger Sub with and into Welbilt, with Welbilt surviving the merger (the “Merger”) as an indirect wholly owned subsidiary of Middleby. In the Merger, Welbilt stockholders will be entitled to receive, in exchange for each share of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), owned by them immediately prior to such Merger, 0.1240 shares of Middleby common stock, par value $0.01 per share (“Middleby Common Stock”), with cash paid in lieu of the issuance of any fractional shares, which we refer to collectively as the merger consideration.

Middleby and Welbilt will each hold special meetings of their respective stockholders in connection with the proposed Merger (respectively, the “Middleby Special Meeting” and “Welbilt Special Meeting”).

At the Middleby Special Meeting, holders of Middleby Common Stock (the “Middleby stockholders”) will be asked to vote on proposals to (i) approve the issuance of shares of Middleby Common Stock to the holders of Welbilt Common Stock (the “Welbilt stockholders”) in connection with the Merger pursuant to the terms of the Merger Agreement (the “Stock Issuance Proposal”); and (ii) to consider and approve an amendment to Middleby’s Restated Certificate of Incorporation (as amended, the “Middleby Charter”) to increase the number of authorized shares of Middleby Common Stock from 95,000,000 shares to 150,000,000 shares, a copy of such amendment is attached as Annex E to the accompanying joint proxy statement/prospectus (the “Middleby Authorized Share Issuance Proposal”); and (iii) approve the adjournment of the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes cast at the Middleby Special Meeting to approve the Stock Issuance Proposal (the “Middleby Adjournment Proposal”). Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Approval of the Middleby Adjournment Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Under the Fourth Amended and Restated Bylaws of Middleby, virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Contemporaneously and in connection with the execution of the Merger Agreement, Middleby entered into a support agreement (the “Icahn Support Agreement”) (a copy of which is attached as Annex D to this joint proxy statement/prospectus) with certain Welbilt stockholders affiliated with Carl C. Icahn (such stockholders are referred to herein collectively as the “Icahn Stockholders”), pursuant to which the Icahn Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For more information, please see “The Merger Agreement—Icahn Support Agreement.” For more information regarding the security ownership of the Icahn Stockholders, please see “Certain Beneficial Owners of Welbilt Common Stock.”

The Middleby Special Meeting will be held virtually at www.virtualshareholdermeeting.com/MIDD2021SM, on July 21, 2021, at 10:30 a.m., Central Time. Middleby’s board of directors (the “Middleby Board”) unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Issuance Proposal and “FOR” the Middleby Adjournment Proposal.

At the Welbilt Special Meeting, Welbilt stockholders will be asked to vote on proposals to (i) adopt the Merger Agreement (the “Merger Proposal”), (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) approve the adjournment of the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Welbilt Special Meeting to approve the Merger Proposal (the “Welbilt Adjournment Proposal”). Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Welbilt Common Stock entitled to vote on the proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Virtual attendance by stockholders of record at the special meeting constitutes presence in person for purposes of the vote required.

The Welbilt Special Meeting will be held virtually at www.virtualshareholdermeeting.com/WBT2021SM, on July 21, 2021, at 1:00 p.m., Eastern Time. The board of directors of Welbilt (the “Welbilt Board”) unanimously recommends that Welbilt stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Welbilt Common Stock as of immediately prior to the Effective Time that is eligible to be converted into Middleby Common Stock in accordance with the terms of the Merger Agreement will convert automatically into the right to receive 0.1240 shares of Middleby Common Stock (the “Exchange Ratio”), with cash paid in lieu of the issuance of fractional shares, if any. Although the number of shares of Middleby Common Stock that Welbilt stockholders will receive in exchange for their shares of Welbilt Common Stock is fixed, the market value of the merger consideration will fluctuate with the market price of Middleby Common Stock and will not be known at the time Welbilt stockholders vote to adopt the Merger Agreement or at the time Middleby stockholders vote to approve the Stock Issuance Proposal. Based on the closing price of Middleby Common Stock on the NASDAQ Global Select Market (“NASDAQ”) on April 20, 2021, the last trading day before the public announcement of the parties entering into the Merger Agreement, the exchange ratio represented approximately $20.69 in value for each share of Welbilt Common Stock. Based on the closing price of Middleby Common Stock on NASDAQ on June 18, 2021, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $19.96 in value for each share of Welbilt Common Stock. Based on the estimated number of shares of Middleby Common Stock and estimated number of shares of Welbilt Common Stock, as well as the outstanding equity awards of the parties, that will be outstanding immediately prior to the consummation of the Merger, we estimate that, upon consummation of the Merger, Middleby stockholders as of immediately prior to the Merger will hold approximately 76%, and Welbilt stockholders as of immediately prior to the Merger will hold approximately 24%, of the issued and outstanding shares of Middleby Common Stock (in each case based on fully diluted shares outstanding of each company). We urge you to obtain current market quotations for Middleby Common Stock (trading symbol “MIDD”) and Welbilt Common Stock (trading symbol “WBT”).

The obligations of Middleby and Welbilt to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Middleby Special Meeting and the proposals to be considered thereat, the Welbilt Special Meeting and the proposals to be considered thereat, the Merger and the documents and agreements related to the Merger. It also contains or references information about Middleby and Welbilt and certain related agreements and matters. Please carefully read the entire accompanying joint proxy statement/prospectus prior to voting, including “Risk Factors” beginning on page 37, for a discussion of the risks relating to the proposed Merger. You also can obtain information about Middleby and Welbilt from documents that each has filed with the Securities and Exchange Commission. Please see “Where You Can Find More Information” beginning on page 217 of the accompanying joint proxy statement/prospectus for how you may obtain such information.

Sincerely,

 

Timothy FitzGerald				William C. Johnson
Chief Executive Officer The Middleby Corporation				President and Chief Executive Officer Welbilt, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated June 21, 2021 and is first being mailed to Middleby stockholders of record and Welbilt stockholders of record on or about June 22, 2021.

 

1400 Toastmaster Drive

Elgin, Illinois, 60120

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF

THE MIDDLEBY CORPORATION

TO BE HELD ON JULY 21, 2021

To the Stockholders of The Middleby Corporation:

You are cordially invited to attend the special meeting of stockholders (the “Middleby Special Meeting”) of the Middleby Corporation (“Middleby”) virtually, to be held at 10:30 a.m., Central Time, on July 21, 2021 virtually at www.virtualshareholdermeeting.com/MIDD2021SM, for the following purposes:

 

1.

to consider and vote on a proposal (the “Stock Issuance Proposal”) to approve the issuance of shares of Middleby’s common stock, par value $0.01 per share (the “Middleby Common Stock”), pursuant to the Agreement and Plan of Merger, dated as of April 20, 2021 (the “Merger Agreement”), by and among Middleby, Middleby Marshall Inc., Mosaic Merger Sub, Inc. (“Merger Sub”) and Welbilt, Inc. (“Welbilt”), as it may be amended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus;

 

2.

to consider and approve an amendment to Middleby’s Restated Certificate of Incorporation (as amended, the “Middleby Charter”) to increase the number of authorized shares of Middleby Common Stock from 95,000,000 shares to 150,000,000 shares (such amendment, the “Middleby Charter Amendment” and such proposal, the “Middleby Authorized Share Increase Proposal”), a copy of the Middleby Charter Amendment is attached as Annex E to the joint proxy statement/prospectus; and

 

3.

to consider and vote on a proposal to approve the adjournment of the Middleby Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Stock Issuance Proposal or the Middleby Authorized Share Increase Proposal (the “Middleby Adjournment Proposal”).

Middleby will transact no other business at the Middleby Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Middleby Special Meeting or any adjournment or postponement thereof, by or at the direction of the board of directors of Middleby (the “Middleby Board”) in accordance with Middleby’s Fourth Amended and Restated Bylaws. These items of business are described in the enclosed joint proxy statement/prospectus. The Middleby Board has designated the close of business on June 17, 2021 as the record date (the “Middleby Record Date”) for the purpose of determining the holders of shares of Middleby Common Stock who are entitled to receive notice of, and to vote at, the Middleby Special Meeting and any adjournment or postponement thereof, unless a new record date is fixed in connection with any adjournment or postponement of the Middleby Special Meeting. Only holders of record of Middleby Common Stock at the close of business on the Middleby Record Date are entitled to notice of, and to vote at, the Middleby Special Meeting and at any adjournment or postponement thereof.

The Middleby Board has (i) determined that the Merger Agreement and the other transactions contemplated thereby, including the merger of Merger Sub with and into Welbilt (the “Merger”) and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, are advisable and in the best interests of Middleby and the Middleby stockholders, (ii) authorized and approved Middleby’s execution, delivery and performance of the Merger Agreement in accordance with its terms and Middleby’s consummation of the transactions contemplated thereby, including the Merger and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, (iii) resolved that the approval of the Stock Issuance Proposal be submitted to a vote at a meeting of the holders of Middleby Common Stock and (iv) recommended that the holders of Middleby Common Stock approve the Stock Issuance Proposal. The Middleby Board recommends that holders of Middleby Common Stock vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal. Even if you plan to attend the Middleby Special Meeting virtually, Middleby requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Middleby Special Meeting to ensure that your shares will be represented and voted at the Middleby Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Middleby Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Middleby Special Meeting virtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Middleby Common Stock entitled to vote thereon and who is virtually present at the Middleby Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Middleby Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Middleby Special Meeting. We urge you to read carefully the joint proxy statement/prospectus—including any documents incorporated by reference therein—and the Annexes in their entirety. If you have any questions concerning the Merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of Middleby Common Stock, please contact Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: 1 (877) 717-3926 (toll-free from the U.S and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call: (212) 750-5833

 

Elgin, Illinois

June 21, 2021

 

WELBILT, INC.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS OF WELBILT, INC.

TO BE HELD JULY 21, 2021

To the Stockholders of Welbilt, Inc.:

You are cordially invited to attend the special meeting of stockholders (the “Welbilt Special Meeting”) of Welbilt, Inc. (“Welbilt”) virtually, to be held at 1:00 p.m., Eastern Time, on July 21, 2021 at www.virtualshareholdermeeting.com/WBT2021SM, for the following purposes:

 

1.

To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 20, 2021 (as amended from time to time, the “Merger Agreement”), by and among The Middleby Corporation (“Middleby”), Middleby Marshall Inc., Mosaic Merger Sub, Inc. (“Merger Sub”) and Welbilt, a copy of which is attached as Annex A to the joint proxy statement/prospectus; (the “Merger Proposal”);

 

2.

To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise relates to the Merger (as defined below) (the “Advisory Compensation Proposal”); and

 

3.

To vote on a proposal to approve the adjournment of the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Welbilt Special Meeting to approve the Merger Proposal (the “Welbilt Adjournment Proposal”).

Welbilt will transact no other business at the Welbilt Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Welbilt Special Meeting or any adjournment or postponement thereof by or at the direction of the Welbilt board of directors (the “Welbilt Board”) in accordance with Welbilt’s Amended and Restated Bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Welbilt Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see the sections entitled “The Merger” beginning on page 52 for a description of the transactions contemplated by the Merger Agreement and “Risk Factors” beginning on page 37 for an explanation of the risks associated with the Merger and the other transactions contemplated by the Merger Agreement.

Approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), entitled to vote on the proposal is required to complete the Merger between Welbilt and Merger Sub, as contemplated pursuant to the Merger Agreement (the “Merger”). Holders of Welbilt Common Stock (“Welbilt stockholders”) will also be asked to approve the Advisory Compensation Proposal and the Welbilt Adjournment Proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting.

The Welbilt Board has fixed the close of business on June 17, 2021, as the record date (the “Welbilt Record Date”) for the determination of the Welbilt stockholders entitled to receive notice of, and to virtually vote at, the Welbilt Special Meeting or any adjournment or postponement thereof. The Welbilt stockholders of record as of the close of business on the Welbilt Record Date are the only Welbilt stockholders that are entitled to receive

notice of, and to virtually vote at, the Welbilt Special Meeting and any adjournment or postponement thereof unless a new record date is fixed in connection with any adjournment or postponement of the Welbilt Special Meeting. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Amended and Restated Bylaws of Welbilt (the “Welbilt Bylaws”) or designated by the Welbilt Board (such person, the “Presiding Stockholder Meeting Chair”) may adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion. For additional information regarding the Welbilt Special Meeting, please see the section entitled “Welbilt Special Meeting” beginning on page 162 of this joint proxy statement/prospectus.

The Welbilt Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Welbilt and the Welbilt stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Welbilt stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Welbilt Board unanimously recommends that holders of Welbilt Common Stock vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal. Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Welbilt Special Meeting to ensure that your shares will be represented and voted at the Welbilt Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Welbilt Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Welbilt Special Meeting virtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Welbilt Common Stock entitled to vote and who is virtually present at the Welbilt Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Welbilt Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Welbilt Special Meeting. We urge you to read carefully the proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety. If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Welbilt Adjournment Proposal, the Merger or this joint proxy statement/prospectus, would like additional copies, or need help voting your shares of Welbilt Common Stock, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Stockholders Call (toll-free): (800) 714-3310

Banks and Brokers Call: (212) 269-5550

Email: welbilt@dfking.com

New Port Richey, Florida

June 21, 2021

 

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by The Middleby Corporation, a Delaware corporation (“Middleby”), constitutes a prospectus of Middleby under Section 5 of the Securities Act of 1933 (as amended, the “Securities Act”) with respect to the shares of Middleby Common Stock to be issued to the stockholders of Welbilt, Inc., a Delaware corporation (“Welbilt”), stockholders pursuant to the Agreement and Plan of Merger, dated as of April 20, 2021 (as amended from time to time, the “Merger Agreement”), by and among Middleby, Middleby Marshall Inc., a Delaware corporation (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Welbilt. This document also constitutes a proxy statement of each of Middleby and Welbilt under Section 14(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”) and the special meeting of Middleby stockholders (the “Middleby Special Meeting”).

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Neither Middleby nor Welbilt have authorized anyone to provide you with information that is different from, or in addition to, that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated June 21, 2021. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to Middleby stockholders and Welbilt stockholders nor the issuance by Middleby of shares of common stock of Middleby, par value $0.01 per share (“Middleby Common Stock”) pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Middleby has supplied all information contained in this joint proxy statement/prospectus relating to Middleby, and Welbilt has supplied all such information relating to Welbilt. Middleby and Welbilt have both contributed to the information related to the Merger (as herein defined) contained in this joint proxy statement/prospectus.

Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Middleby” refer to The Middleby Corporation, a Delaware corporation. Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Welbilt” refer to Welbilt, Inc., a Delaware corporation. All references in this joint proxy statement/prospectus to “Middleby Common Stock” refer to the common stock of Middleby, par value $0.01 per share, and all references in this joint proxy statement/prospectus to “Welbilt Common Stock” refer to the common stock of Welbilt, par value $0.01 per share. All references in this joint proxy statement/prospectus to “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of April 20, 2021, by and among Middleby, Acquiror, Merger Sub, and Welbilt, as it may be amended from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. All references in this joint proxy statement/prospectus to the “Exchange Ratio” refer to the ratio of 0.1240 shares of Middleby Common Stock per outstanding share of Welbilt Common Stock that will be issued to Welbilt stockholders in connection with the Merger.

 

i

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Middleby and Welbilt from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information.”

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Middleby or Welbilt, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

 

For Middleby Stockholders:		For Welbilt Stockholders:
The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois, 60120 Attention: Investor Relations Telephone: (847) 741-3300		Welbilt, Inc. 2227 Welbilt Boulevard New Port Richey, Florida 34655 Attention: Investor Relations Telephone: (727) 853-3079

If you would like to request any of the Middleby or Welbilt documents that are incorporated by reference into this joint proxy statement/prospectus, please do so by July 14, 2021 in order to receive them before the Middleby Special Meeting and the Welbilt Special Meeting.

You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Middleby with the SEC by accessing Middleby’s website at https://middlebycorporation.gcs-web.com/financial-information/sec-filings. You may also obtain copies of documents filed by Welbilt with the SEC by accessing Welbilt’s website at https://ir.welbilt.com/investor-relations/financial-information/sec-filings/default.aspx.

We are not incorporating the contents of the websites of the SEC, Middleby, Welbilt or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 217.

In addition, if you have questions about the Merger (as defined below) or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for Middleby, toll-free at (877) 717-3926 or, for brokers and banks, collect at (212) 750-5833, or D.F. King & Co., Inc., the proxy solicitor for Welbilt, toll-free at (800) 714-3310 or, for brokers and banks, at (212) 269-5550. You will not be charged for any of these documents that you request.

 

ii

Table of Contents

 

		page
QUESTIONS AND ANSWERS			vii
SUMMARY			1
The Parties to the Merger			1
The Merger and the Merger Agreement			1
Exchange Ratio			1
The Middleby Special Meeting			2
Recommendation of the Middleby Board and its Reasons for the Merger			3
Opinion of Middleby’s Financial Advisor			3
Interests of Middleby’s Directors and Executive Officers in the Merger			4
The Welbilt Special Meeting			4
Icahn Support Agreement			4
Recommendation of the Welbilt Board and its Reasons for the Merger			5
Opinion of Welbilt’s Financial Advisor			5
Interests of Welbilt’s Directors and Executive Officers in the Merger			5
Treatment of Welbilt Equity Awards			6
Repayment, Termination and Defeasance of Existing Indebtedness			8
Certain Beneficial Owners of Welbilt Common Stock			8
Ownership of Middleby after the Merger			9
Board of Directors of Middleby Following the Merger			9
Conditions to the Completion of the Merger			9
No Solicitation of Acquisition Proposals by Welbilt			11
No Solicitation of Acquisition Proposals by Middleby			13
No Change of Recommendation by Welbilt			16
No Change of Recommendation by Middleby			17
Termination of the Merger Agreement			19
Payment of Expenses			21
Termination Fee			21
Material U.S. Federal Income Tax Consequences of the Merger			24
Fractional Shares			24
Comparison of Stockholders’ Rights			25
Listing of Middleby Common Stock; Delisting and Deregistration of Welbilt Common Stock			25
Accounting Treatment of the Merger			25
Regulatory Matters			25
No Appraisal Rights			26
Litigation Related to the Merger			26
Risk Factors			26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDDLEBY			27
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WELBILT			30
SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE INFORMATION			32
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA			33
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			35
Dividend Information			36
RISK FACTORS			37
Risks Relating to the Merger			37
Risks Relating to Middleby and Welbilt			42
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			48
THE PARTIES TO THE MERGER			50
The Middleby Corporation			50
Welbilt, Inc			50

 

iii

		page
Middleby Marshall Inc.			50
Mosaic Merger Sub, Inc.			51
THE MERGER			52
Transaction Structure			52
Consideration to Welbilt Stockholders			52
Background of the Merger			52
Recommendation of the Middleby Board and its Reasons for the Merger			65
Opinion of Middleby’s Financial Advisor			68
Recommendation of the Welbilt Board and its Reasons for the Merger			80
Opinion of Welbilt’s Financial Advisor			83
Certain Unaudited Forecasted Financial Information			94
Interests of Welbilt’s Directors and Executive Officers in the Merger			100
Interests of Middleby’s Directors and Executive Officers in the Merger			105
Ownership of Middleby after the Merger			106
Governance of Middleby After the Merger			106
Repayment, Termination and Defeasance of Existing Indebtedness			106
Directors’ and Officers’ Indemnification Insurance			107
Dividend Policy			108
Listing of Middleby Common Stock; Delisting and Deregistration of Welbilt Common Stock			109
U.S. Federal Securities Law Consequences			109
Accounting Treatment of the Merger			109
Regulatory Matters			109
No Appraisal Rights			110
Litigation Related to the Merger			110
THE MERGER AGREEMENT			111
Explanatory Note Regarding the Merger Agreement			111
Structure of the Merger			111
Completion and Effectiveness of the Merger			111
Merger Consideration			112
Treatment of Welbilt Equity Awards			113
Board of Directors After Completion of the Merger			114
Exchange of Shares			114
Distributions with Respect to Unexchanged Shares			116
Termination of the Exchange Fund			117
No Liability			117
Withholding			117
Investment of Exchange Fund			117
Adjustments to the Merger Consideration			117
Representations and Warranties			118
Covenants			121
Conditions to the Completion of the Merger			144
Termination of the Merger Agreement			146
Expenses in Connection with a Termination			148
Termination Fee			148
Amendment; Extension; Waiver			150
Specific Performance			151
Third-Party Beneficiaries			151
Icahn Support Agreement			152
MIDDLEBY SPECIAL MEETING			153
General			153
Date, Time and Place			153
Purpose of the Middleby Special Meeting			153

 

iv

		page
Recommendation of the Middleby Board			153
Record Date; Stockholders Entitled to Vote			154
Quorum; Adjournment			154
Required Vote			154
Abstentions and Broker Non-Votes			155
Failure to Vote			155
Voting by Middleby’s Directors and Executive Officers			156
Voting at the Middleby Special Meeting			156
Revocation of Proxies			157
Assistance			158
MIDDLEBY PROPOSAL 1—THE STOCK ISSUANCE PROPOSAL			159
MIDDLEBY PROPOSAL 2—THE MIDDLEBY AUTHORIZED SHARE INCREASE PROPOSAL			160
MIDDLEBY PROPOSAL 3—THE MIDDLEBY ADJOURNMENT PROPOSAL			161
WELBILT SPECIAL MEETING			162
General			162
Date, Time and Place			162
Purpose of the Welbilt Special Meeting			162
Recommendation of the Welbilt Board			162
Record Date; Stockholders Entitled to Vote			163
Quorum; Adjournment			163
Required Vote			164
Abstentions and Broker Non-Votes			164
Failure to Vote			165
Voting by Welbilt’s Directors and Executive Officers			165
Voting at the Welbilt Special Meeting			165
Revocation of Proxies			166
Solicitation of Proxies			167
Tabulation of Votes			167
Appraisal Rights			167
Householding of Welbilt Special Meeting Materials			167
Questions			167
Assistance			167
WELBILT PROPOSAL 1—THE MERGER PROPOSAL			168
WELBILT PROPOSAL 2—THE ADVISORY COMPENSATION PROPOSAL			169
WELBILT PROPOSAL 3—THE WELBILT ADJOURNMENT PROPOSAL			170
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA			171
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			190
DESCRIPTION OF MIDDLEBY CAPITAL STOCK			193
General			193
Common Stock			193
Preferred Stock			194
Certain Anti-takeover Matters			194
COMPARISON OF STOCKHOLDERS’ RIGHTS			196
CERTAIN BENEFICIAL OWNERS OF WELBILT COMMON STOCK			210
VALIDITY OF COMMON STOCK			212
EXPERTS			213
Middleby			213
Welbilt			213
STOCKHOLDER PROPOSALS			214
Middleby			214
Welbilt			214

 

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		page
HOUSEHOLDING OF PROXY MATERIALS			216
WHERE YOU CAN FIND MORE INFORMATION			217
Middleby SEC Filings			217
Welbilt SEC Filings			217
ANNEX A—MERGER AGREEMENT			A-1
ANNEX B—OPINION OF MIDDLEBY’S FINANCIAL ADVISOR			B-1
ANNEX C—OPINION OF WELBILT’S FINANCIAL ADVISOR			C-1
ANNEX D—ICAHN SUPPORT AGREEMENT			D-1
ANNEX E—THE MIDDLEBY CHARTER AMENDMENT			E-1
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS			II-1

 

vi

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”), the special meeting of Middleby stockholders (the “Middleby Special Meeting”) and the Merger. They may not include all the information that is important to Welbilt stockholders and Middleby stockholders. Welbilt stockholders and Middleby stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to herein incorporated by reference.

 

Q:	Why am I receiving this joint proxy statement/prospectus?

 

A:

This joint proxy statement/prospectus serves as a proxy statement for the Welbilt Special Meeting and the Middleby Special Meeting. You are receiving this joint proxy statement/prospectus because Middleby and Welbilt have agreed to an all stock merger transaction. Pursuant to the Merger Agreement, at the effective time of the Merger (as defined below) (the “Effective Time”), Merger Sub will merge with and into Welbilt, the separate corporate existence of Merger Sub will cease and Welbilt will continue as the surviving corporation in the Merger as an indirect wholly owned subsidiary of Middleby (the “Merger”). As referred to in this joint proxy statement/prospectus, the “Effective Time” means the effective time of the Merger and as set forth in the Merger Agreement. The Merger Agreement governs the terms of the Merger of Merger Sub and Welbilt and is attached to this joint proxy statement/prospectus as Annex A.

In order to complete the Merger, among other things, Welbilt stockholders must adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and Middleby stockholders must approve the issuance of shares of Middleby Common Stock in connection with the Merger.

This joint proxy statement/prospectus serves as both the proxy statement through which Middleby and Welbilt will solicit proxies to obtain the necessary stockholder approvals for the Merger and the prospectus by which Middleby will issue shares of Middleby Common Stock as consideration in the Merger.

This joint proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the Welbilt Special Meeting and the Middleby Special Meeting, the Merger and other matters.

 

Q:	What will happen in the Merger?

 

A:

The Merger Agreement sets forth the terms and conditions of the proposed Merger of Merger Sub and Welbilt. Under the Merger Agreement, Merger Sub will merge with and into Welbilt, the separate corporate existence of Merger Sub will cease and Welbilt will continue as the surviving corporation in the Merger as an indirect wholly owned subsidiary of Middleby.

The Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, please see “The Merger” elsewhere in this joint proxy statement/prospectus.

 

Q:	What are Welbilt stockholders being asked to vote on?

 

A:

Welbilt is holding a special meeting of its stockholders to vote on the adoption of the Merger Agreement (the “Merger Proposal”), pursuant to which each outstanding share of Welbilt Common Stock will be cancelled and converted into the right to receive 0.1240 shares of Middleby Common Stock, with cash paid in lieu of the issuance of any fractional shares.

Welbilt stockholders will also be asked to (1) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise

 

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relates to the Merger (the “Advisory Compensation Proposal”); and (2) approve the proposal to adjourn the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Welbilt Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Welbilt stockholders (the “Welbilt Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Welbilt Common Stock that you own. The approval of the Merger Proposal is a condition to the obligations of Middleby and Welbilt to complete the Merger.

 

Q:	What are Middleby stockholders being asked to vote on?

 

A:	Middleby is holding a special meeting of its stockholders to vote on the:

 

•

approval of the issuance of shares of Middleby Common Stock in connection with the Merger (the “Stock Issuance Proposal”); and

 

•

approval of an amendment to Middleby’s Restated Certificate of Incorporation (as amended, the “Middleby Charter”) to increase the number of authorized shares of Middleby Common Stock from 95,000,000 shares to 150,000,000 shares (such amendment, the “Middleby Charter Amendment” and such proposal, the “Middleby Authorized Share Increase Proposal”).

Middleby stockholders will also be asked to approve the proposal to adjourn the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Middleby Special Meeting to approve the Stock Issuance Proposal or the Middleby Authorized Share Increase Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Middleby stockholders (the “Middleby Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Middleby Common Stock that you own. The approval of the Stock Issuance Proposal is a condition to the obligations of each of Middleby and Welbilt to complete the Merger.

 

Q:	How important is my vote as a Welbilt stockholder?

 

A:	Your vote “FOR” each proposal presented at the Welbilt Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible. The merger between Middleby and Welbilt cannot be completed without the approval of the Merger Proposal by the Welbilt stockholders.

 

Q:	How important is my vote as a Middleby stockholder?

 

A:	Your vote “FOR” each proposal presented at the Middleby Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible. The merger between Middleby and Welbilt cannot be completed without the approval of the Stock Issuance Proposal by the Middleby stockholders.

 

Q:	What constitutes a quorum, and what vote is required to approve each proposal at the Welbilt Special Meeting?

 

A:

The holders of a majority of the outstanding shares of Welbilt Common Stock as of the Welbilt Record Date (as defined below) must be represented at the Welbilt Special Meeting in person or by proxy in order to constitute a quorum. Virtual attendance by stockholders of record at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Welbilt Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker, trust or other nominee and who fail to give voting instructions to their bank, broker, trust or other nominee will not be counted towards quorum. Beneficial owners who virtually attend the Welbilt Special Meeting will not count towards a quorum unless they instruct their shares or hold a legal proxy executed by their bank, broker, trust or other nominee.

 

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Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Welbilt Common Stock as of the Welbilt Record Date entitled to vote on the proposal. Accordingly, a Welbilt stockholder’s abstention from voting or the failure of a Welbilt stockholder to vote (including the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Merger Proposal.

Approval of each of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal require the affirmative vote of the holders of a majority of the Welbilt Common Stock as of the Welbilt Record Date entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Accordingly, with respect to a Welbilt stockholder who is present in person or represented by proxy at the Welbilt Special Meeting, such stockholder’s abstention from voting will have the same effect as a vote “against” the Advisory Compensation Proposal and Welbilt Adjournment Proposal. The failure of a Welbilt stockholder of record who is not present in person or represented by proxy at the Welbilt Special Meeting to vote on either proposal, as well as the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to the bank, broker, trust or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Welbilt Adjournment Proposal. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Welbilt Bylaws or by the board of directors of Welbilt (the “Welbilt Board”) (such person, the “Presiding Stockholder Meeting Chair”) may also adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion.

 

Q:	What constitutes a quorum, and what vote is required to approve each proposal at the Middleby Special Meeting?

 

A:

The holders of a majority of the outstanding shares of Middleby Common Stock as of the Middleby Record Date (as defined below) entitled to vote at the Middleby Special Meeting must be represented at the Middleby Special Meeting in person or by proxy in order to constitute a quorum. Under the Fourth Amended and Restated Bylaws of Middleby (the “Middleby Bylaws”), virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Middleby Special Meeting.

Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by holders of shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting, assuming a quorum is present, such stockholder’s abstention from voting, a broker non-vote or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee) will have no effect on the outcome of the Stock Issuance Proposal.

Approval of the Middleby Authorized Share Increase Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Middleby Common Stock as of the Middleby Record Date entitled to vote on the proposal. Accordingly, an abstention from a Middleby stockholder or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Middleby Authorized Share Increase Proposal.

Approval of the Middleby Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting,

 

ix

such stockholder’s abstention from voting or the failure of a Middleby stockholder to vote will have the same effect as a vote “against” the Middleby Adjournment Proposal. Assuming a quorum is present, the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee will have no effect on the outcome of the Middleby Adjournment Proposal. However, if a Middleby stockholder instructs its bank, broker, trust or other nominee regarding the Stock Issuance Proposal but not the Middleby Adjournment Proposal or the Middleby Authorized Share Increase Proposal, the resulting broker non-vote will have the same effect as voting “against” the Middleby Adjournment Proposal. Regardless of whether there is a quorum, the chairman of the Middleby Special Meeting may also adjourn the Middleby Special Meeting.

 

Q:	How can I attend the Welbilt Special Meeting?

 

A:

Welbilt stockholders as of the Welbilt Record Date may attend, vote and submit questions virtually at the Welbilt Special Meeting by logging in at www.virtualshareholdermeeting.com/WBT2021SM. To log in, Welbilt stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or notice. If you are not a Welbilt stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

 

Q:	How can I attend the Middleby Special Meeting?

 

A:

Middleby stockholders as of the Middleby Record Date may attend, vote and submit questions virtually at the Middleby Special Meeting by logging in at www.virtualshareholdermeeting.com/MIDD2021SM. To log in, Middleby stockholders (or their authorized representatives) will need the control number provided on their proxy card, voting instruction form or notice. If you are not a Middleby stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

 

Q:	Are there any stockholders who have already committed to voting in favor of any of the proposals at the Welbilt Special Meeting?

 

A:

Yes. Contemporaneously with the execution of the Merger Agreement, Middleby entered into the Icahn Support Agreement (a copy of which is attached as Annex D to this joint proxy statement/prospectus) with certain Welbilt stockholders affiliated with Carl C. Icahn (such stockholders are referred to herein collectively as the “Icahn Stockholders”), pursuant to which the Icahn Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of Welbilt Common Stock held by them as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. The Icahn Stockholders beneficially owned approximately 7.8% of the outstanding shares of Welbilt Common Stock as of June 17, 2021. For more information, please see “The Merger Agreement—Icahn Support Agreement.”

 

Q:	What will Welbilt stockholders receive if the Merger is completed?

 

A:

If the Merger is completed, eligible shares of Welbilt Common Stock outstanding at the Effective Time will automatically be converted into the right to receive 0.1240 shares of Middleby Common Stock. Each Welbilt stockholder will receive cash in lieu of any fractional share of Middleby Common Stock that such stockholder would otherwise be entitled to receive in the Merger.

Because Middleby will issue a fixed number of shares of Middleby Common Stock in exchange for each share of Welbilt Common Stock, the value of the merger consideration that Welbilt stockholders will receive in the Merger will depend on the market price of shares of Middleby Common Stock at the Effective Time. The market price of shares of Middleby Common Stock that Welbilt stockholders receive at the Effective Time could be greater than, less than or the same as the market price of shares of Middleby Common Stock on the date of this joint proxy statement/prospectus or at the time of the Welbilt Special

 

x

Meeting or the Middleby Special Meeting. Accordingly, you should obtain current market quotations for Middleby Common Stock and Welbilt Common Stock before deciding how to vote with respect to the Merger Proposal or the Stock Issuance Proposal, as applicable. Middleby Common Stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “MIDD.” Welbilt Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WBT.”

For more information regarding the merger consideration to be received by Welbilt stockholders if the Merger is completed, please see “The Merger Agreement—Merger Consideration.”

 

Q:	Who will own Middleby immediately following the Merger?

 

A:

Middleby and Welbilt estimate that upon the completion of the Merger, current Middleby stockholders, collectively, will own approximately 76% of the outstanding shares of Middleby Common Stock, and current Welbilt stockholders, collectively, will own approximately 24% of the outstanding Middleby Common Stock (in each case, based on fully diluted shares outstanding of each company).

 

Q:	Will Welbilt equity and other long-term incentive awards be affected by the Merger?

 

A:	Treatment of Welbilt Stock Options

As of the Effective Time, each option to purchase shares of Welbilt Common Stock under the Welbilt Equity Plan (each, a “Welbilt Option”) that is then outstanding will be converted into an option to purchase shares of Middleby Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, a “Middleby Option”) except that:

 

•

such Middleby Option will provide the right to purchase that whole number of shares of Middleby Common Stock (rounded down to the nearest whole share) equal to the number of shares of Welbilt Common Stock subject to such Welbilt Option, multiplied by the Exchange Ratio; and

 

•

the exercise price per share for each such Middleby Option will be equal to the exercise price per share of such Welbilt Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent);

provided, however, that the conversion of the Welbilt Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Welbilt Options for purposes of Section 409A or Section 424 of the Code.

Treatment of Welbilt Restricted Stock

As of the Effective Time, each outstanding share of Welbilt Common Stock that is unvested or subject to a risk of forfeiture or repurchase option in favor of Welbilt and granted under the Welbilt Equity Plan (the “Welbilt Restricted Stock”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted stock with respect to shares of Middleby Common Stock (each a, “Middleby Restricted Stock Award”) with substantially the same terms and conditions as were applicable to such Welbilt Restricted Stock award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby Restricted Stock Award will be comprised of that number of shares of Middleby Common Stock as is equal to the product of:

 

•

the number of shares of Welbilt Common Stock subject to such Welbilt Restricted Stock award immediately prior to the Effective Time; multiplied by

 

•

the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

 

xi

Treatment of Welbilt RSUs

As of the Effective Time, each restricted stock unit constituting the right to be issued a share of Welbilt Common Stock upon vesting granted under the Welbilt Equity Plan (each, a “Welbilt RSU”) and each Welbilt RSU held by a non-employee member of the Welbilt Board granted under the Welbilt Equity Plan (each, a “Welbilt Director RSU”) that is outstanding immediately prior to the Effective Time will be converted into a restricted stock unit award that will settle in shares of Middleby Common Stock (each a, “Middleby RSU Award”) with substantially the same terms and conditions as were applicable to such Welbilt RSU or Welbilt Director RSU, as applicable, immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:

 

•

the number of Welbilt RSUs or Welbilt Director RSUs, as applicable, subject to such award immediately prior to the Effective Time; multiplied by

 

•

the Exchange Ratio, with any fractional restricted stock units rounded down to the nearest whole restricted stock unit.

 

Treatment of Welbilt PSUs   As of the Effective Time, each performance stock unit granted pursuant to a Welbilt Equity Plan or otherwise that vests on the basis of time and the achievement of performance targets and pursuant to which the holder has a right to receive shares of Welbilt Common Stock following the vesting or lapse of restrictions applicable to such performance stock unit (each, a “Welbilt PSU”) (other than a Welbilt Director RSU) that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into a Middleby RSU Award that vests solely based on the passage of time on the terms and conditions (including, if applicable, any continuing vesting requirements and vesting acceleration terms) under the Welbilt Equity Plan and applicable award agreement in effect immediately prior to the Effective Time, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:   •  the number of Welbilt PSUs subject to such award immediately prior to the Effective Time assuming:   •  in the case of Welbilt PSUs granted in 2019, that the actual or projected actual performance is achieved; provided that such Welbilt PSUs are not assumed at greater than ten percent (10%) of target achievement; and   •  in the case of any other Welbilt PSUs, that the maximum level of performance is achieved; multiplied by;   •  the Exchange Ratio, with any fractional restricted stock units rounded down to the nearest whole restricted stock unit.   Certain Actions   Prior to the Effective Time, the parties will take all actions that Middleby and Welbilt determine are reasonably necessary or desirable to effectuate the provisions of the Merger Agreement related to the treatment of the Welbilt equity awards, including obtaining board or committee consents or adopting or assuming a Welbilt Equity Plan by Middleby.   At or prior to the Effective Time, Middleby will be required take all actions reasonably necessary to reserve for issuance a number of shares of Middleby Common Stock in respect of each Middleby Option, Middleby Restricted Stock Awards and Middleby RSU Awards (the “Rollover Equity Awards”).

 

xii

At or prior to the Effective Time, Middleby will file a registration statement on Form S-8 with respect to the shares of Middleby Common Stock subject to the assumed awards described in the Merger Agreement. Welbilt will be required to reasonably assist Middleby in the preparation of such registration statement and provide Middleby with all information reasonably requested by Middleby for such preparation.

 

Q:	What will the composition of the board of directors of Middleby be following completion of the Merger?

 

A:

The Middleby board of directors (the “Middleby Board”) at the Effective Time will be composed of (i) Gordon O’Brien, Sarah Palisi Chapin, Cathy L. McCarthy, John R. Miller III, Robert Nerbonne, Nassem Ziyad and Timothy FitzGerald (each a “Legacy Middleby Director” and collectively the “Legacy Middleby Directors”) and (ii) Cynthia M. Egnotovich and William C. Johnson (each a “Welbilt Appointed Director” and collectively, the “Welbilt Appointed Directors”). For additional information regarding the Middleby Board following the completion of the Merger, please see “The Merger Agreement—Board of Directors After Completion of the Merger.”

 

Q:	How does the Welbilt Board recommend that I vote at the Welbilt Special Meeting?

 

A:

The Welbilt Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal. For additional information regarding the recommendation of the Welbilt Board, please see “The Merger—Recommendation of the Welbilt Board and its Reasons for the Merger.”

 

Q:	Who is entitled to vote at the Welbilt Special Meeting?

 

A:

The record date for the Welbilt Special Meeting is June 17, 2021 (the “Welbilt Record Date”). All holders of shares of Welbilt Common Stock who held shares at the close of business on the Welbilt Record Date are entitled to receive notice of, and to vote at, the Welbilt Special Meeting. Each such holder of Welbilt Common Stock is entitled to cast one vote on each matter properly brought before the Welbilt Special Meeting for each share of Welbilt Common Stock that such holder owned of record as of the Welbilt Record Date. Please see “Welbilt Special Meeting—Voting at the Welbilt Special Meeting” for instructions on how to vote your shares without attending the Welbilt Special Meeting.

 

Q:	How does the Middleby Board recommend that I vote at the Middleby Special Meeting?

 

A:

The Middleby Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal. For additional information regarding the recommendation of the Middleby Board, please see “The Merger—Recommendation of the Middleby Board and its Reasons for the Merger.”

 

Q:	Who is entitled to vote at the Middleby Special Meeting?

 

A:

The record date for the Middleby Special Meeting is June 17, 2021 (the “Middleby Record Date”). All holders of shares of Middleby Common Stock who held shares at the close of business on the Middleby Record Date are entitled to receive notice of, and to vote at, the Middleby Special Meeting. Each such holder of Middleby Common Stock is entitled to cast one vote on each matter properly brought before the Middleby Special Meeting for each share of Middleby Common Stock that such holder owned of record as of the Middleby Record Date. Please see “Middleby Special Meeting—Voting at the Middleby Special Meeting” for instructions on how to vote your shares without attending the Middleby Special Meeting.

 

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Q:	What is a proxy?

 

A:	A stockholder’s legal designation of another person to vote shares of such stockholder’s common stock at a special or annual meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of common stock is called a proxy card.

 

Q:	How many votes do I have for the Welbilt Special Meeting?

 

A:	Each Welbilt stockholder is entitled to one vote for each share of Welbilt Common Stock held of record as of the close of business on the Welbilt Record Date for each proposal. As of the close of business on the Welbilt Record Date, there were 142,116,008 outstanding shares of Welbilt Common Stock.

 

Q:	How many votes do I have for the Middleby Special Meeting?

 

A:

Each Middleby stockholder is entitled to one vote for each share of Middleby Common Stock held of record as of the close of business on the Middleby Record Date for each proposal. As of the close of business on the Middleby Record Date, there were 55,626,948 shares of Middleby Common Stock issued and outstanding.

 

Q:	What will happen to my shares of Middleby Common Stock?

 

A:	Nothing. You will continue to own the same shares of Middleby Common Stock that you own prior to the Effective Time. As a result of the Stock Issuance Proposal, however, the overall ownership percentage of current Middleby stockholders will be diluted after it acquires Welbilt.

 

Q:	What happens if the Merger is not completed?

 

A:

If the Welbilt stockholders do not approve the Merger Proposal or the Middleby stockholders do not approve the Stock Issuance Proposal, or if the Merger is not completed for any other reason, Welbilt stockholders will not receive any merger consideration for their shares of Welbilt Common Stock in connection with the Merger. Instead, Middleby and Welbilt will each remain independent public companies. The Middleby Common Stock will continue to be listed and traded on NASDAQ, and the Welbilt Common Stock will continue to be listed and traded on the NYSE. If the Merger Agreement is terminated under certain specified circumstances, Middleby or Welbilt may be required to reimburse certain expenses of the other party, or (i) in the case of Middleby, pay to Welbilt a termination fee of $160 million (the “Middleby Termination Fee”) under certain specified circumstances or a termination fee of $140 million (the “Reverse Termination Fee”) under other specified circumstances and (ii) in the case of Welbilt, pay to Middleby a termination fee of $110 million (the “Welbilt Termination Fee”). Please see “The Merger Agreement—Termination Fee” for a more detailed discussion of each of the termination fees.

 

Q:	How can I vote my shares and participate at the Welbilt Special Meeting?

 

A:	If you are a Welbilt stockholder of record as of the close of business on the Welbilt Record Date, you may submit your proxy before the special meeting in one of the following ways:

 

•

Telephone-use the toll-free number shown on your proxy card;

 

•

Internet-visit the website shown on your proxy card to vote via the Internet; or

 

•

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a Welbilt stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/WBT2021SM. If you decide to attend the Welbilt Special Meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Welbilt Special Meeting will begin promptly at 1:00 p.m., Eastern Time, on July 21, 2021. Welbilt encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

 

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Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Welbilt Special Meeting.

 

Q:	How can I vote my shares without attending the Welbilt Special Meeting?

 

A:

Whether you hold your shares directly as a stockholder of record of Welbilt or beneficially in “street name,” you may direct your vote by proxy without attending the Welbilt Special Meeting. You can vote by proxy by mail, over the Internet or by telephone by following the instructions provided on the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trust or other nominee.

Additional information on voting procedures can be found under “Welbilt Special Meeting.”

 

Q:	How can I vote my shares and participate at the Middleby Special Meeting?

 

A:	If you are a Middleby stockholder of record as of the close of business on the Middleby Record Date, you may submit your proxy before the special meeting in one of the following ways:

 

•

Telephone-use the toll-free number shown on your proxy card;

 

•

Internet-visit the website shown on your proxy card to vote via the Internet; or

 

•

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a Middleby stockholder of record, you may also cast your vote virtually at the special meeting by following the instructions at www.virtualshareholdermeeting.com/MIDD2021SM. If you decide to attend the Middleby Special Meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Middleby Special Meeting will begin promptly at 10:30 a.m., Central Time, on July 21, 2021. Middleby encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

Even if you plan to attend the Middleby Special Meeting virtually, Middleby recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Middleby Special Meeting.

 

Q:	How can I vote my shares without attending the Middleby Special Meeting?

 

A:

Whether you hold your shares directly as a stockholder of record of Middleby or beneficially in “street name,” you may direct your vote by proxy without attending the Middleby Special Meeting. You can vote by proxy by mail, over the Internet or by telephone by following the instructions provided on the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trust or other nominee.

Additional information on voting procedures can be found under “Middleby Special Meeting.”

 

Q:	When and where is the Welbilt Special Meeting? What must I bring to attend the Welbilt Special Meeting?

 

A:	The Welbilt Special Meeting will be held virtually at www.virtualshareholdermeeting.com/WBT2021SM, on July 21, 2021, at 1:00 p.m., Eastern Time. Online access will begin at 12:45 p.m., Eastern Time, and Welbilt encourages its stockholders to access the meeting prior to the start time.

Welbilt has chosen to hold the Welbilt Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Welbilt stockholders, directors, officers, employees and other constituents.

 

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Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

 

Q:	When and where is the Middleby Special Meeting? What must I bring to attend the Middleby Special Meeting?

 

A:	The Middleby Special Meeting will be held virtually at www.virtualshareholdermeeting.com/MIDD2021SM, on July 21, 2021, at 10:30 a.m., Central Time. Online access will begin at 10:15 a.m., Central Time, and Middleby encourages its stockholders to access the meeting prior to the start time.

Middleby has chosen to hold the Middleby Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Middleby stockholders, directors, officers, employees and other constituents.

Even if you plan to attend the Middleby Special Meeting virtually, Middleby recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

 

A:

If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker, trust or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Welbilt or Middleby, as applicable, or by voting in person at the Welbilt Special Meeting or Middleby Special Meeting, as applicable, unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

 

Q:	If my shares of Welbilt Common Stock or Middleby Common Stock are held in “street name” by my bank, broker, trust or other nominee, will my bank, broker, trust or other nominee automatically vote those shares for me?

 

A:

Under the rules of NASDAQ and the NYSE, as applicable, your bank, broker, trust or other nominee will only be permitted to vote your shares of Welbilt Common Stock or Middleby Common Stock, as applicable, with respect to “non-routine” matters if you instruct your bank, broker, trust or other nominee how to vote. All of the proposals scheduled for consideration at the Welbilt Special Meeting and the Middleby Special Meeting are “non-routine” matters. As a result, if you fail to provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present at the Welbilt Special Meeting or Middleby Special Meeting, as applicable, for purposes of determining a quorum and will not be voted on any of the proposals. If you provide voting instructions to your broker, bank or other nominee on one or more of the proposals but not on one or more of the other proposals, then your shares will be counted as present for the purposes of determining a quorum but will not be voted on any proposal for which you fail to provide instructions. To make sure that your shares are voted with respect to each of the proposals, you should instruct your bank, broker, trust or other nominee how you wish to vote your shares in accordance with the procedures provided by your bank, broker, trust or other nominee regarding the voting of your shares.

The effect of not instructing your bank, broker, trust or other nominee how you wish to vote your shares will be the same as a vote “against” the Merger Proposal or the Middleby Authorized Share Increase Proposal, as applicable, and will not have any effect on the outcome of the Welbilt Adjournment Proposal or the Middleby Adjournment Proposal, as applicable, or the Stock Issuance Proposal or the Advisory Compensation Proposal, as applicable. However, if you instruct your bank, broker, trust or other nominee on how you wish to vote your shares on some but not all proposals, the

 

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resulting broker non-vote will have the same effect as voting “against” any proposal for which you do not provide instruction the Merger Proposal, but will have no effect on the Advisory Compensation Proposal or the Welbilt Adjournment Proposal.

 

Q:	What should I do if I receive more than one set of voting materials for a stockholder meeting?

 

A:

If you hold shares of Welbilt Common Stock or Middleby Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Welbilt Common Stock or Middleby Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Welbilt Special Meeting or the Middleby Special Meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card, or you may cast your vote by telephone or Internet as provided on each proxy card, or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Welbilt Common Stock or Middleby Common Stock are voted.

“Street name” Holders. For shares held in “street name” through a bank, broker, trust or other nominee, you should follow the procedures provided by your bank, broker, trust or other nominee to vote your shares.

 

Q:	If a stockholder gives a proxy, how are the shares of Welbilt Common Stock or Middleby Common Stock, as applicable, voted?

 

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Welbilt Common Stock or Middleby Common Stock, as applicable, in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Welbilt Common Stock or Middleby Common Stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Welbilt Special Meeting or Middleby Special Meeting.

 

Q:	How will my shares of Welbilt Common Stock or Middleby Common Stock be voted if I return a blank proxy?

 

A:	If you sign, date and return your proxy card and do not indicate how you want your shares of Welbilt Common Stock to be voted, then your shares of Welbilt Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

If you sign, date and return your proxy card and do not indicate how you want your shares of Middleby Common Stock to be voted, then your shares of Middleby Common Stock will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

 

Q:	Can I change my vote of shares of Welbilt Common Stock after I have submitted my proxy?

 

A:	Yes. Any stockholder of record as of the Welbilt Record Date giving a proxy has the right to revoke it before the proxy is voted at the Welbilt Special Meeting by:

 

•

subsequently submitting a new proxy, whether by submitting a new proxy card or by submitting a proxy via the Internet or telephone, that is received by the deadline specified on the accompanying proxy card;

 

•

giving written notice of your revocation to Welbilt’s Corporate Secretary;

 

•

voting virtually at the Welbilt Special Meeting; or

 

•

revoking your proxy and voting at the Welbilt Special Meeting.

 

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Your attendance at the Welbilt Special Meeting will not revoke your proxy unless you give written notice of revocation to Welbilt’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Welbilt Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Welbilt Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

For more information, please see “Welbilt Special Meeting—Revocation of Proxies.”

 

Q:	Can I change my vote of shares of Middleby Common Stock after I have submitted my proxy?

 

A:	Yes. Any stockholder giving a proxy has the right to revoke it before the proxy is voted at the Middleby Special Meeting by:

 

•

subsequently submitting a new proxy, whether by submitting a new proxy card or by submitting a proxy via the Internet or telephone, that is received by the deadline specified on the accompanying proxy card;

 

•

giving written notice of your revocation to Middleby’s Corporate Secretary;

 

•

voting virtually at the Middleby Special Meeting; or

 

•

revoking your proxy and voting at the Middleby Special Meeting.

Your attendance at the Middleby Special Meeting will not revoke your proxy unless you give written notice of revocation to Middleby’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Middleby Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Middleby Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

For more information, please see “Middleby Special Meeting—Revocation of Proxies.”

 

Q:	If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker, trust or other nominee?

 

A:

If your shares are held in the name of a bank, broker, trust or other nominee and you previously provided voting instructions to your bank, broker, trust or other nominee, you should follow the instructions provided by your bank, broker, trust or other nominee to revoke or change your voting instructions.

 

xviii

Q:	Where can I find the voting results of the Welbilt Special Meeting and the Middleby Special Meeting?

 

A:

The preliminary voting results for the Welbilt Special Meeting and the Middleby Special Meeting will be announced at their respective meetings. In addition, within four business days of the Welbilt Special Meeting and the Middleby Special Meeting, Welbilt and Middleby intend to file the final voting results of their respective meetings with the SEC on a Current Report on Form 8-K.

 

Q:	Do Welbilt or Middleby stockholders have appraisal rights or dissenters’ rights?

 

A:	No. Neither Welbilt nor Middleby stockholders are entitled to appraisal or dissenters’ rights in connection with the Merger under Section 262 of the DGCL.

 

Q:	As a Welbilt stockholder, are there any risks that I should consider in deciding whether to vote for the approval of the Merger Proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in “Risk Factors.” You also should read and carefully consider the risk factors of Middleby and Welbilt contained in the reports of Middleby and Welbilt, which are incorporated by reference into this joint proxy statement/prospectus.

 

Q:	As a Middleby stockholder, are there any risks that I should consider in deciding whether to vote for the approval of the Stock Issuance Proposal or the Middleby Authorized Share Increase Proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in “Risk Factors.” You also should read and carefully consider the risk factors of Middleby and Welbilt contained in the reports of Middleby and Welbilt, which are incorporated by reference into this joint proxy statement/prospectus.

 

Q:	Do any of the officers or directors of Welbilt have interests in the Merger that may differ from or be in addition to my interests as a Welbilt stockholder?

 

A:

Yes. In considering the recommendation of the Welbilt Board that Welbilt stockholders vote to approve the Merger Proposal, Welbilt stockholders should be aware that Welbilt’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Welbilt stockholders generally. The Welbilt Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in unanimously recommending that the Merger Agreement be approved and adopted by Welbilt stockholders. See “The Merger—Interests of Welbilt’s Directors and Executive Officers in the Merger.”

 

Q:	Do any of the officers or directors of Middleby have interests in the Merger that may differ from or be in addition to my interests as a Middleby stockholder?

 

A:

Yes. In considering the recommendation of the Middleby Board that Middleby stockholders vote to approve the Stock Issuance Proposal, Middleby stockholders should be aware that Middleby’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Middleby stockholders generally. The Middleby Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger and in unanimously recommending that the Stock Issuance Proposal be approved by Middleby stockholders. See “The Merger—Interests of Middleby’s Directors and Executive Officers in the Merger.”

 

Q:	What happens if I sell my shares of Welbilt Common Stock after the Welbilt Record Date but before the Welbilt Special Meeting?

 

A:

The Welbilt Record Date is earlier than the date of the Welbilt Special Meeting. If you transfer your shares of Welbilt Common Stock after the Welbilt Record Date but before the Welbilt Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Welbilt Special Meeting.

 

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Q:	What happens if I sell my shares of Middleby Common Stock after the Middleby Record Date but before the Middleby Special Meeting?

 

A:

The Middleby Record Date is earlier than the date of the Middleby Special Meeting. If you transfer your shares of Middleby Common Stock after the Middleby Record Date but before the Middleby Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Middleby Special Meeting.

 

Q:	Who will solicit and pay the cost of soliciting proxies in connection with the Welbilt Special Meeting?

 

A:

The Welbilt Board is soliciting the Welbilt stockholders’ proxy in connection with the Welbilt Special Meeting, and Welbilt will bear the cost of soliciting such proxies, including the costs of printing and mailing this joint proxy statement/prospectus to the Welbilt stockholders. Welbilt has retained D.F. King & Co., Inc. (“D.F. King”) as proxy solicitor to assist with the solicitation of proxies in connection with the Welbilt Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Welbilt Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of Welbilt’s directors, officers and employees, without additional compensation.

Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Welbilt Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	Who will solicit and pay the cost of soliciting proxies in connection with the Middleby Special Meeting?

 

A:

The Middleby Board is soliciting the Middleby stockholders’ proxy in connection with the Middleby Special Meeting, and Middleby will bear the cost of soliciting such proxies, including the costs of printing and mailing this joint proxy statement/prospectus to the Middleby stockholders. Middleby has retained Innisfree M&A Incorporated (“Innisfree”) as proxy solicitor to assist with the solicitation of proxies in connection with the Middleby Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Middleby Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of Middleby’s directors, officers and employees, without additional compensation.

Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Middleby Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	What are the United States federal income tax consequences of the Merger to Welbilt U.S. stockholders?

 

A:

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. However, it is not a condition to Middleby’s obligation or Welbilt’s obligation to complete the Merger that the Merger qualifies as a “reorganization.” Nevertheless, assuming that the Merger so qualifies, U.S. holders (as defined in the

 

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section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of Welbilt Common Stock will generally not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their shares of Welbilt Common Stock for shares of Middleby Common Stock in the Merger, except for any gain or loss that may result from the receipt of cash in lieu of a fractional share of Middleby Common Stock. Middleby and Welbilt have not sought and will not seek any ruling from the Internal Revenue Service (the “IRS”) regarding any matters relating to the Merger and, as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth herein.

For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

 

Q:	When is the Merger expected to be completed?

 

A:

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement—Conditions to the Completion of the Merger,” including the approval of the Merger Proposal and the Stock Issuance Proposal, the Merger is expected to close in late 2021. However, neither Middleby nor Welbilt can predict the actual date on which the Merger will be completed, or if the Merger will be completed at all, because completion of the Merger is subject to conditions and factors outside the control of both companies. Middleby and Welbilt hope to complete the Merger as soon as reasonably practicable.

 

Q:	What are the conditions to completion of the Merger?

 

A:

The Merger is subject to a number of conditions to Closing as specified in the Merger Agreement. These Closing conditions include, among others, (i) the approval of the Stock Issuance Proposal by the affirmative vote of the holders of outstanding Middleby Common Stock representing a majority of votes cast at the Middleby Special Meeting; (ii) the adoption of the Merger Agreement by the holders of at least a majority of the outstanding shares of Welbilt Common Stock entitled to vote thereon at the Welbilt Special Meeting; (iii) the Middleby Common Stock to be issued in connection with the Stock Issuance Proposal has been approved for listing on NASDAQ; (iv) this joint proxy statement/prospectus is effective under the Securities Act and no stop order suspending the use of this joint proxy statement/prospectus has been issued by the SEC, (v) (a) any applicable waiting period (and any extension thereof, including under any agreement between a party and a governmental authority agreeing not to consummate the Merger prior to a certain date) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), relating to the consummation of the Merger has expired or early termination has been granted thereunder and (b) each consent from a governmental authority required to be obtained with respect to the Merger under any other applicable United States or foreign competition, antitrust, merger control or investment laws (together with the HSR Act, “Antitrust Laws”), has been obtained and remains in full force and effect, in each case, without the imposition, individually or in the aggregate, of an Unacceptable Condition; and (vi) no governmental authority of competent jurisdiction has issued or entered any order after the date of the Merger Agreement, and no law has been enacted or promulgated after the date of the Merger Agreement, in each case, that (whether temporary or permanent) is then in effect and has the effect of (a) restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by the Merger Agreement or (b) resulting, individually or in the aggregate, in an Unacceptable Condition (any such order or law in clause (a) or (b), a “Restraint”). More information may be found in “The Merger Agreement—Conditions to the Completion of the Merger.”

 

Q:	How will I receive the merger consideration to which I am entitled?

 

A:	If you hold your shares of Welbilt Common Stock through The Depository Trust Company (“DTC”), you will not be required to take any specific actions to exchange your shares of Welbilt Common Stock for shares of Middleby Common Stock. After the completion of the Merger, shares of Welbilt Common Stock

 

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held through DTC in book-entry form will be automatically exchanged for shares of Middleby Common Stock in book-entry form and an exchange agent (the “Exchange Agent”) selected by the parties will deliver to you a check in the amount of any cash to be paid in lieu of any fractional share of Middleby Common Stock to which you would otherwise be entitled. If you hold your shares of Welbilt Common Stock in certificated form, or in book-entry form but not through DTC, after receiving the proper documentation from you, following the Effective Time, the Exchange Agent will deliver to you the Middleby Common Stock and a check in the amount of any cash in lieu of fractional shares to which you would otherwise be entitled. More information may be found in “The Merger Agreement—Exchange of Shares.”

 

Q:	What should I do now?

 

A:

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope, or you may submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

 

Q:	Whom do I call if I have questions about the Welbilt Special Meeting, the Middleby Special Meeting or the Merger?

 

A:	If you are a Welbilt stockholder and have questions about the Welbilt Special Meeting or the Merger, or desire additional copies of this joint proxy statement/prospectus or additional proxy cards, you may contact:

Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

If you are a Middleby stockholder and have questions about the Middleby Special Meeting or the Merger, or desire additional copies of this joint proxy statement/prospectus or additional proxy cards, you may contact:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDDLEBY

Set forth below are selected historical consolidated financial data for Middleby. The consolidated financial data as of January 2, 2021 and December 28, 2019, and for the fiscal years ended 2020, 2019, 2018, 2017 and 2016 are derived from Middleby’s audited consolidated financial statements that are incorporated by reference into this joint proxy statement/prospectus from Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated balance sheet data as of December 29, 2018 are derived from Middleby’s financial data included in Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated financial data as of April 3, 2021, and for the three months ended April 3, 2021 and March 28, 2020, are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of April 3, 2021 are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. Middleby’s management believes that Middleby’s unaudited condensed combined financial statements have been prepared on a basis consistent with its audited consolidated financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The consolidated financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Middleby and the related notes contained in its annual and quarterly reports and the other information that Middleby has previously filed with the SEC and which are incorporated into this joint proxy statement/prospectus by reference. See “Where You Can Find More Information.” Information below is presented in thousands, except share and per share amounts.

 

27

Consolidated Statements of Earnings

 

		Three Months Ended								Fiscal Year Ended(1),
		Apr 3, 2021				Mar 28, 2020				2020				2019				2018				2017				2016
Net sales		$	758,058			$	677,459			$	2,513,257			$	2,959,446			$	2,722,931			$	2,335,542			$	2,267,852
Cost of sales			482,184				427,269				1,631,209				1,855,949				1,718,791				1,422,801				1,366,672
Gross profit			275,874				250,190				882,048				1,103,497				1,004,140				912,741				901,180
Selling, general and administrative expenses			154,957				143,942				531,897				593,813				538,842				468,219				471,638
Restructuring expenses			794				834				12,375				10,480				19,332				19,951				10,524
Gain on litigation settlement			—				—				—				(14,839	)			—				—				—
Gain on sale of plant			(1,050	)			—				(1,982	)			—				—				(12,042	)			—
Impairments			—				—				15,327				—				—				58,000				—
Income from operations			121,173				105,414				324,431				514,043				445,966				378,613				419,018
Interest expense and deferred financing amortization, net			16,067				15,713				78,617				82,609				58,742				25,983				23,880
Net periodic pension benefit (other than service costs)			(11,373	)			(10,089	)			(39,996	)			(29,722	)			(39,020	)			(35,033	)			(30,409	)
Curtailment loss											14,682				865				906				3,305				3,202
Other (income) expense, net			(1,691	)			3,326				3,071				(2,328	)			1,825				829				1,040
Earnings before income taxes			118,170				96,464				268,057				462,619				423,513				383,529				421,305
Provision for income taxes			28,907				22,685				60,763				110,379				106,361				85,401				137,089
Net earnings		$	89,263			$	73,779			$	207,294			$	352,240			$	317,152			$	298,128			$	284,216
Net earnings per share:
Basic		$	1.62			$	1.33			$	3.76			$	6.33			$	5.71			$	5.26			$	4.98
Diluted		$	1.59			$	1.33			$	3.76			$	6.33			$	5.70			$	5.26			$	4.98
Weighted average number of shares
Basic			55,213				55,396				55,093				55,647				55,576				56,715				57,030
Diluted			55,966				55,398				55,136				55,656				55,604				56,719				57,085
Comprehensive income		$	87,091			$	14,452			$	69,799			$	277,783			$	307,095			$	316,032			$	76,305

 

(1)	Middleby’s fiscal year ends on the Saturday nearest to December 31.

 

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Consolidated Statements of Comprehensive Income

 

		Three Months Ended								Fiscal Year Ended(1),
		Apr. 3, 2021				Mar. 28, 2020				2020				2019				2018
Net Earnings		$	89,263			$	73,779			$	207,294			$	352,240			$	317,152
Other comprehensive (loss) income:
Foreign currency translation adjustments			(10,614	)			(48,916	)			55,744				7,066				(43,050	)
Pension liability adjustment, net of tax			(3,970	)			14,808				(172,583	)			(57,398	)			32,125
Unrealized gain (loss) on interest rate swaps, net of tax			12,412				(25,219	)			(20,656	)			(24,125	)			868
Other comprehensive (loss) income:		$	(2,172	)		$	(59,327	)		$	(137,495	)		$	(74,457	)		$	(10,057	)
Comprehensive Income		$	87,091			$	14,452			$	69,799			$	277,783			$	307,095

 

(1)	Middleby’s fiscal year ends on the Saturday nearest to December 31.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WELBILT

The following table presents selected historical consolidated financial data for the periods indicated below. Welbilt derived the selected historical statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019, from its audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the three months ended March 31, 2021 and March 31, 2020, and as of March 31, 2021, are derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The following information is only a summary and does not provide all of the information contained in Welbilt’s financial statements.

The selected historical consolidated financial data for the years ended December 31, 2017 and 2016 and as of December 31, 2018, 2017 and 2016, have been derived from Welbilt’s audited consolidated financial statements as of and for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of March 31, 2020, have been derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which has not been incorporated by reference into this joint proxy statement/prospectus.

On March 4, 2016, Welbilt spun off from The Manitowoc Company, Inc. (“MTW”) and publicly listed on the New York Stock Exchange under the name Manitowoc Foodservice, Inc. (the “Spin-Off”). On March 6, 2017, Welbilt’s shares commenced trading under a new NYSE ticker symbol, “WBT” when the name was changed from “Manitowoc Foodservice, Inc.” to “Welbilt, Inc.” Prior to the Spin-Off, Welbilt functioned as part of the larger group of companies controlled by MTW. Through the date of the Spin-Off, Welbilt’s financial statements were prepared on a combined stand-alone basis derived from the consolidated financial statements and accounting records of MTW. Welbilt functioned as part of the larger group of companies controlled by MTW and accordingly, MTW performed certain corporate overhead functions for Welbilt and allocated the related costs. These allocated costs were primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) stock-based compensation and 4) certain corporate functions, which were not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures determined as reasonable. Welbilt asserted that the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to, or the benefit received by, Welbilt during the applicable periods presented.

The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of Welbilt’s management, include all adjustments necessary for a fair presentation of the information set forth therein. The results of interim periods are not necessarily indicative of results that may be expected for the full year or any future periods.

The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Welbilt’s consolidated financial statements, including the related notes, contained in Welbilt’s Annual Report on Form 10-K for the year ended December 31, 2020 and Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. See “Where You Can Find More Information.”

 

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No cash dividends were declared or paid during any of the periods presented below.

 

(in millions, except per share data)		March 31,								December 31,
		2021(3)(4)				2020(3)(4)				2020(3)(4)				2019(4)				2018(5)				2017				2016
Statements of Operations Data (for the year or quarter ended):
Net sales		$	316.8			$	328.9			$	1,153.4			$	1,593.9			$	1,590.1			$	1,445.4			$	1,456.1
Depreciation and amortization		$	15.9			$	15.2			$	62.2			$	61.1			$	55.0			$	47.9			$	48.5
Earnings (loss) before income taxes		$	9.8			$	(15.3	)		$	(13.7	)		$	75.7			$	89.0			$	121.4			$	102.2
Net earnings (loss)		$	7.9			$	(15.1	)		$	(7.4	)		$	55.9			$	78.2			$	132.9			$	71.5
Earnings (loss) per share — Basic		$	0.06			$	(0.11	)		$	(0.05	)		$	0.40			$	0.56			$	0.96			$	0.52
Earnings (loss) per share — Diluted		$	0.06			$	(0.11	)		$	(0.05	)		$	0.39			$	0.55			$	0.94			$	0.51
Balance Sheets Data (as of end of year or quarter):
Adjusted working capital (1)		$	275.5			$	277.1			$	260.1			$	265.6			$	152.1			$	132.4			$	118.9
Total assets		$	2,165.5			$	2,185.0			$	2,141.6			$	2,165.3			$	2,075.0			$	1,840.4			$	1,769.1
Long-term obligations (2)		$	1,482.0			$	1,533.6			$	1,445.5			$	1,432.2			$	1,321.8			$	1,232.2			$	1,281.3
Capital expenditures		$	(4.7	)		$	(5.6	)		$	20.1			$	33.9			$	21.4			$	20.7			$	16.0

 

(1)	Adjusted working capital is defined as net receivables and inventory less trade accounts payable.

(2)

The long-term obligations as of March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019 include long-term debt and both long-term operating and finance lease obligations resulting from the adoption of Accounting Standards Update No. 2016-02—Leases as of January 1, 2019, for which the impact is not included in years prior to 2019. The long-term obligations as of December 31, 2018, 2017 and 2016, respectively, include amounts for long-term debt and capital leases only based on the lease accounting standards in effect for the respective periods.

(3)	For the quarters ended and as of March 31, 2021 and 2020 and the year ended and as of December 31, 2020, Welbilt’s financial results reflect the impacts of the COVID-19 pandemic on the results of operations and financial condition.

(4)	In May 2019, Welbilt launched its Business Transformation Program and incurred consulting costs, restructuring charges and other transformation-related expenses during both of the quarters ended March 31, 2021 and 2020 and both of the years ended December 31, 2020 and 2019.

(5)	On April 19, 2018, Welbilt, through a wholly-owned subsidiary, acquired 100% of the share capital of Avaj International Holding AB (“Crem”). Crem’s operations have been included in the consolidated results of operations beginning on the acquisition date.

 

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE INFORMATION

The following table sets forth (i) historical per share information of Middleby for the three months ended April 3, 2021, and the year ended January 2, 2021, (ii) the unaudited pro forma consolidated per share information of Middleby after giving pro forma effect to the Merger, including Middleby’s issuance of 0.1240 of a shares of Middleby Common Stock for each outstanding share of Welbilt Common Stock not owned by Middleby or its subsidiaries for the three months ended April 3, 2021 and the year ended January 2, 2021 and (iii) the historical per share information of Welbilt for the three months ended March 31, 2021 and the year ended December 31, 2020.

This information should be read in conjunction with (i) the selected consolidated historical financial information included elsewhere in this joint proxy statement/prospectus, (ii) the consolidated historical financial statements of Middleby and Welbilt and related notes that are incorporated by reference in this joint proxy statement/prospectus and (iii) the “Unaudited Pro Forma Condensed Combined Financial Data” included in this joint proxy statement/prospectus.

 

		Historical Welbilt				Historical Middleby				Pro Forma
Basic net earnings (loss) per share of common stock
Period ended April 3, 2021			—			$	1.62			$	1.29
Three months ended March 31, 2021		$	0.06				—				—
Year ended January 2, 2021			—			$	3.76			$	0.61
Year ended December 31, 2020		$	(0.05	)			—				—
Diluted net earnings (loss) per share of common stock			—				—				—
Period ended April 3, 2021			—			$	1.59			$	1.28
Three months ended March 31, 2021		$	0.06				—				—
Year ended January 2, 2021			—			$	3.76			$	0.61
Year ended December 31, 2020		$	(0.05	)			—				—
Cash dividends declared per share
Period ended April 3, 2021			—				—				—
Three months ended March 31, 2021			—				—				—
Year ended January 2, 2021			—				—				—
Year ended December 31, 2020			—				—				—
Book value per share
As of April 3, 2021		$	1.96			$	35.87			$	69.73

 

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