0001539497-22-001306.txt : 20220729 0001539497-22-001306.hdr.sgml : 20220729 20220729163029 ACCESSION NUMBER: 0001539497-22-001306 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220729 DATE AS OF CHANGE: 20220729 GROUP MEMBERS: BECKTON CORP. GROUP MEMBERS: ICAHN CAPITAL LP GROUP MEMBERS: ICAHN ENTERPRISES G.P. INC. GROUP MEMBERS: ICAHN ENTERPRISES HOLDINGS L.P. GROUP MEMBERS: ICAHN OFFSHORE LP GROUP MEMBERS: ICAHN ONSHORE LP GROUP MEMBERS: ICAHN PARTNERS LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND LP GROUP MEMBERS: IPH GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Welbilt, Inc. CENTRAL INDEX KEY: 0001650962 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 474625716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89428 FILM NUMBER: 221121194 BUSINESS ADDRESS: STREET 1: 2227 WELBILT BOULEVARD CITY: NEW PORT RICHEY STATE: FL ZIP: 34655 BUSINESS PHONE: (727) 375-7010 MAIL ADDRESS: STREET 1: 2227 WELBILT BOULEVARD CITY: NEW PORT RICHEY STATE: FL ZIP: 34655 FORMER COMPANY: FORMER CONFORMED NAME: Manitowoc Foodservice, Inc. DATE OF NAME CHANGE: 20150813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4145 MAIL ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 n2779-x48sc13da.htm SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Welbilt, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

949090 104

(CUSIP Number)

 

Jesse A. Lynn, Esq.

Chief Operating Officer

Icahn Capital LP

16690 Collins Avenue, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4000

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

July 28, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON
  Icahn Partners Master Fund LP

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS
  WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8         SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Offshore LP

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10         SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                 / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Partners LP

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

WC

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Onshore LP

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Capital LP

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

IPH GP LLC

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9         SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES             / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

OO

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Enterprises Holdings L.P.

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

PN

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Icahn Enterprises G.P. Inc.

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES            / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

CO

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1.        NAME OF REPORTING PERSON

Beckton Corp.

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES            / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

CO

  

 

SCHEDULE 13D

 

CUSIP No. 949090 104

 

 

1        NAME OF REPORTING PERSON

Carl C. Icahn

 

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3        SEC USE ONLY

 

4        SOURCE OF FUNDS

OO

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         / /

 

6        CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7        SOLE VOTING POWER

0

 

8        SHARED VOTING POWER

0

 

9        SOLE DISPOSITIVE POWER

0

 

10        SHARED DISPOSITIVE POWER

0

 

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           / /

 

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14        TYPE OF REPORTING PERSON

IN

  

 

SCHEDULE 13D

 

Item 1. Security and Issuer

 

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the shares of Common Stock, $0.01 par value (the “Shares”), issued by Welbilt, Inc. (the “Issuer”), and herby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016 (as amended, the Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

As previously disclosed by the Issuer, on July 14, 2021, the Issuer, Ali Holding S.r.l. (“Ali”), Ali Group North America Corporation, a wholly owned subsidiary of Ali (“Acquiror”), and Ascend Merger Corp. (“Merger Sub”) entered into a merger agreement (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Ali. On July 28, 2022, the transactions contemplated by the Merger Agreement were consummated, including the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Ali following the merger (the “Merger”). At the effective time of the Merger, each issued and outstanding Share held by the Reporting Persons was cancelled and converted into the right to receive $24.00 in cash. As a result of the foregoing, the Reporting Persons do not beneficially own any Shares.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

 

(a) As of the date hereof and as a result of the Merger, the Reporting Persons do not beneficially own any Shares.

 

(b) As of the date hereof and as a result of the Merger, the Reporting Persons do not beneficially own any Shares.

 

(c) Except as described in Item 4 above, the Reporting Persons have not effected any transactions with respect to the Shares within the past 60 days.

 

(d) Not applicable.

 

(e) As of the date hereof and as a result of the Merger, the Reporting Persons do not beneficially own any Shares.

 

Item 6. Interest in Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereof:

 

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

 

 

  

 

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 29, 2022

 

 

ICAHN PARTNERS LP

ICAHN ONSHORE LP

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN CAPITAL LP

IPH GP LLC

 

By: /s/ Jesse Lynn  
  Name: Jesse Lynn  
  Title: Chief Operating Officer  

 

 

BECKTON CORP.

 

By: /s/ Jesse Lynn  
  Name: Jesse Lynn  
  Title: Vice President  

 

 

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By: /s/ Ted Papapostolou  
  Name: Ted Papapostolou  
  Title: Chief Accounting Officer  

 

 

 

/s/ Carl C. Icahn  
CARL C. ICAHN  

 

 

[Signature Page of Schedule 13D/A No. 3 – Welbilt, Inc.]