Deal Details

Middleby Corporation (“Middleby” or the “Company”) (NASDAQ: MIDD) recently completed a $747.5 million Convertible Senior Notes offering, including full exercise of the overallotment option. The convertible security has a coupon of 1.0%, matures on September 1, 2025 and includes an effective conversion price of $128.62 per share (which represents a 33% premium above the Company’s common stock closing price prior to the offering). In connection with the convertible offering, Middleby has entered into a capped call transaction that will reduce potential dilution to the common stock upon conversion of the notes, with dilution offset up to a level up to 115% of the current market price. Middleby intends to use net proceeds from the convertible offering to repay $400 million in existing term loan principal obligations, execute the capped call transactions to limit dilution and for general corporate purposes. Concurrent with the convertible notes offering, the Company amended its senior secured credit facilities in an aggregate amount of $3.1 billion, consisting of a $2.75 billion multi-currency revolving credit facility and a $350 million term loan maturing 2025, to provide additional flexibility to pursue future strategic initiatives.

Baird served as co-manager on this offering.