8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_______________________

Date of Report (Date of earliest event reported): April 17, 2020

_______________________

Welbilt, Inc.

(Exact name of registrant as specified in its charter)

_______________________

Delaware	1-37548	47-4625716
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

            2227 Welbilt Boulevard, New Port Richey, Florida 34655           

(Address of principal executive offices) (ZIP code)

(727) 375-7010

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	WBT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.    Entry into a Material Definitive Agreement.

On April 17, 2020, Welbilt, Inc. (the "Company") entered into Amendment No. 7 (the "Amendment") to the Credit Agreement, dated as of March 3, 2016 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), among the Company, the subsidiary borrowers party thereto, the lenders and other financial parties from time to time party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent. The Amendment, among other things:

(a) provides a suspension period from the existing maximum leverage ratio and minimum interest coverage ratio financial covenants for four fiscal quarters (i.e., through the first fiscal quarter of 2021) and, at the conclusion of the suspension period, ameliorates the ratio levels required under those covenants for certain subsequent fiscal quarters;

(b) adds temporary financial covenants for the duration of the suspension period: requiring a minimum TTM EBITDA ($100 million as of June 30, 2020, $45 million as of September 30, 2020 and December 31, 2020, and $70 million as of March 31, 2021); capping capital expenditures (at $40 million over the TTM periods ending June 30, 2020 and September 30, 2020, and $30 million over the TTM periods ending December 31, 2020 and March 31, 2021); and requiring minimum month-end liquidity (at least $120 million for month ends from April 2020 through June 2020, $95 million thereafter through September 2020, $105 million thereafter through December 2020, $110 million thereafter through March 31 2021, and $140 million thereafter through June 2021);

(c) prohibits the borrowing of additional revolving loans to the extent (i) the Company has not yet evidenced compliance with the financial covenants for the fiscal period ending December 31, 2021 and (ii) such borrowings would result in a Consolidated Cash Balance (which excludes cash anticipated to be used within two weeks to pay obligations and cash of Chinese subsidiaries) greater than $100 million; and

(d) requires payment of a quarterly amendment fee (through December 31, 2021) to revolving lenders that consented to the Amendment in an amount equal to a per annum rate of 0.50% on such lenders’ average outstanding revolving loans during the applicable quarter.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the underlying agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

Item 7.01.    Regulation FD Disclosure.

On April 20, 2020, the Company issued a press release announcing the Amendment. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 7 to Credit Agreement, dated April 17, 2020, among Welbilt, Inc., the subsidiary borrowers party thereto, the lenders and other financial parties from time to time party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent.
99.1	Press Release, dated April 20, 2020, announcing an amendment to senior secured credit facility of Welbilt, Inc.
101	Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language ("iXBRL").
104	Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WELBILT, INC.
Date: April 20, 2020	By:	/s/ Martin D. Agard
		Martin D. Agard
		Executive Vice President and Chief Financial Officer

3

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 7 TO CREDIT AGREEMENT

This Amendment No. 7 to Credit Agreement (this “Amendment”) is entered into as of April 17, 2020 by and among Welbilt, Inc., a Delaware corporation (formerly known as Manitowoc Foodservice, Inc.) (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually (“JPMorgan”) and as administrative agent (the “Administrative Agent”), and the Lenders signatory hereto.

RECITALS

WHEREAS, the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Seventh Amendment Effective Date, the “Credit Agreement”, and as amended, supplemented and otherwise modified by this Amendment, the “Amended Credit Agreement”);

WHEREAS, in accordance with Section 9.02 of the Credit Agreement, the Borrower has requested that the Administrative Agent and the Revolving Lenders agree to amend certain terms of the Credit Agreement as set forth in this Amendment;

WHEREAS, the Borrowers, the Administrative Agent and the Lenders party hereto (which Lenders constitute Required Revolving Lenders) are willing to agree to this Amendment on the terms set forth herein; and

WHEREAS, the other parties party hereto are willing to agree to the Amended Credit Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

SECTION 1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2.Amendments to Credit Agreement.

2.1.Section 1.01 of the Credit Agreement is hereby amended to add the following terms in appropriate alphabetical order:

“Available Commitments” means, at any time, the excess (if any) of (a) the Revolving Commitments at such time less (b) the Total Revolving Credit Exposure at such time.

“Consolidated Cash Balance” means, at any time, (a) the aggregate amount of cash, Cash Equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by (either directly or indirectly), credited to the account of or that would otherwise be required to be reflected as an asset on the balance sheet of the Borrower or any of its Designated Subsidiaries less (b) the sum of (i) any restricted cash or Cash Equivalents to pay royalty obligations, working interest obligations, suspense payments, severance taxes, payroll, payroll taxes, other taxes, employee wage and benefit payments and trust and fiduciary obligations or other obligations of the Borrower or any Designated Subsidiary to third parties and for which the Borrower or such Designated Subsidiary has

issued checks or has initiated wires or ACH transfers (or, in the Borrower’s discretion, expects to issue checks or initiate wires or ACH transfers within 10 Business Days) in order to pay, (ii) other amounts for which the Borrower or any Designated Subsidiary has issued checks or has initiated wires or ACH transfers but have not yet been subtracted from the balance in the relevant account of the Borrower or such Designated Subsidiary and (iii) any cash or Cash Equivalents of the Borrower or any Designated Subsidiaries (x) constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits or (y) placed on deposit or in escrow with a trustee to discharge or defease indebtedness.

“Covenant Reset Trigger” means the occurrence of any of the following during the Suspension Period, unless otherwise agreed by the Required Revolving Lenders:

(a) any Restricted Payment is made in reliance on Section 6.04(e), Section 6.04(h), Section 6.04(i) or Section 6.04(l);

(b) any Investment in excess of $25,000,000 is made in reliance on Section 6.05(l);

(c)any Investment is made in reliance on Section 6.05(m), Section 6.05(o), or Section 6.05(p);

(d) any Intercompany Loan (other than in respect of ordinary course cash pooling among Foreign Subsidiaries) is made by a Credit Party to an External Subsidiary or by a Domestic Credit Party to a Foreign Credit Party, in each case in reliance on Section 6.05(i);

(e) any capital contribution, capitalization or forgiveness is made by a Credit Party to an External Subsidiary or by a Domestic Credit Party to a Foreign Credit Party, in each case in reliance on Section 6.05(j);

(f) any payment is made in reliance on Section 6.08(a)(iii); or

(g)the failure of the Borrower to provide, no later than 10 Business Days after the end of any fiscal month of the Borrower ending on or after the Second Amendment Effective Date and on or prior to June 30, 2021, a certificate of a Financial Officer of the Borrower setting forth reasonably detailed calculations demonstrating compliance with Section 6.16(e) as of the last day of the applicable fiscal month.

“Designated Subsidiaries” means Restricted Subsidiaries that are not organized under the laws of the People’s Republic of China.

“Liquidity” means at any time, the sum of (a) the aggregate stated balance sheet amount of unrestricted cash, Cash Equivalents and Foreign Cash Equivalents of the Borrower and its Designated Subsidiaries plus (b) the Available Commitments at such time.  

“Pre-Amendment Credit Agreement” means this Agreement as in effect immediately prior to the Seventh Amendment Effective Date.

“Seventh Amendment” means that certain Amendment No. 7 to Credit Agreement, dated as of April 17, 2020, among the Borrower, the Subsidiary Borrowers party thereto, the Administrative Agent and the Lenders party thereto.

“Seventh Amendment Effective Date” means April 17, 2020.

“Suspension Period” means the period from the Seventh Amendment Effective Date until the first date of delivery of a compliance certificate pursuant to Section 5.01(c) demonstrating compliance with Section 6.16(a) and (b) for the fiscal quarter ended December 31, 2021.

2.2.Section 4.02 of the Credit Agreement is hereby amended by inserting the following new clause (d) in appropriate alphabetical order:

“(d) With respect to any Borrowing made during the Suspension Period, at the time of and immediately after giving effect to such Borrowing (including the application of proceeds thereof), the Consolidated Cash Balance does not exceed $100,000,000.”

2.3.Section 6.16 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following.

“Without the written consent of the Required Revolving Lenders:

(a) Maximum Consolidated Total Leverage Ratio. The Borrower will not permit the Consolidated Total Leverage Ratio for any fiscal quarter of the Borrower set forth below to be greater than or equal to the ratio set forth opposite such quarter below (such ratio, the “Applicable Ratio”):

Fiscal Quarter Ending	Ratio
December 31, 2018	5.75:1.00
March 31, 2019	5.75:1.00
June 30, 2019	5.75:1.00
September 30, 2019	5.75:1.00
December 31, 2019	5.50:1.00
March 31, 2020	5.50:1.00
June 30, 2021	7.75:1.00
September 30, 2021	6.25:1.00
December 31, 2021	5.50:1.00
March 31, 2022	5.50:1.00
June 30, 2022	5.25:1.00
September 30, 2022	5.25:1.00
December 31, 2022	5.25:1.00
March 31, 2023	5.00:1.00
June 30, 2023	4.75:1.00
September 30, 2023	4.75:1.00

Fiscal Quarter Ending	Ratio
December 31, 2023 and each fiscal quarter thereafter	4.75:1.00

Notwithstanding the foregoing, during a Transition Period in respect of any Covenant Holiday Acquisition, the Consolidated Total Leverage Ratio may exceed the Applicable Ratio by up to (and including) 0.50:1.00; provided, however, that in no event shall the Consolidated Total Leverage Ratio exceed 5.50:1.00 as a result of a Covenant Holiday Acquisition; providedfurther that (i) no more than two Covenant Holiday Acquisitions may be designated over the life of this Agreement and (ii) there shall be at least two full consecutive fiscal quarters ended after the Transition Period in respect of a Covenant Holiday Acquisition prior to the Borrower being able to designate a second Covenant Holiday Acquisition.

(b)Minimum Consolidated Interest Coverage Ratio. The Borrower will not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of the Borrower set forth below to be less than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending	Ratio
December 31, 2018	2.50:1.00
March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019	2.50:1.00 2.50:1.00 2.50:1.00 2.75:1.00
March 31, 2020	2.75:1.00
June 30, 2021 September 30, 2021 December 31, 2021	2.00:1.00 2.50:1.00 2.75:1.00
March 31, 2022 June 30, 2022 and each fiscal quarter thereafter	2.75:1.00 3.00:1.00

(c)Minimum Consolidated EBITDA. The Borrower will not permit the Consolidated EBITDA for any four consecutive fiscal quarters of the Borrower ended with any fiscal quarter set forth below to be less than the amount set forth opposite such fiscal quarter end below:

Fiscal Quarter End	Minimum Consolidated EBITDA
June 30, 2020	$100,000,000
September 30, 2020	$45,000,000
December 31, 2020	$45,000,000
March 31, 2021	$70,000,000

(d) Maximum Capital Expenditures. The Borrower will not permit the amount of Capital Expenditures in any four consecutive fiscal quarter period ending with any fiscal quarter set forth below to be more than the amount set forth opposite such fiscal quarter end below:

Four Fiscal Quarter Period End	Maximum Capital Expenditures
June 30, 2020	$40,000,000
September 30, 2020	$40,000,000
December 31, 2020	$30,000,000
March 31, 2021	$30,000,000

(e) Minimum Liquidity. The Borrower will not permit Liquidity, as of the last day of any fiscal month set forth below, to be less than the amount set forth opposite such fiscal month:

Fiscal Month End	Minimum Liquidity
April 30, 2020 - June 30, 2020	$120,000,000
July 31, 2020 - September 30, 2020	$95,000,000
October 31, 2020 - December 31, 2020	$105,000,000
January 31, 2021 - March 31, 2021	$110,000,000
April 30, 2021 - June 30, 2021	$140,000,000

Notwithstanding the foregoing, upon the occurrence of a Covenant Reset Trigger, this Section 6.16 shall automatically revert to Section 6.16 of the Pre-Existing Credit Agreement as if the amendments effected by Section 2.2 of the Seventh Amendment had not become effective.”

2.4.(a) The definition of “Material Adverse Effect” set forth in Section 1.01 of the Credit Agreement is, for purposes of the use thereof in any representation and warranty remade pursuant to Section 4.02 of the Credit Agreement, deemed amended to read as follows:

“Material Adverse Effect” means a material adverse effect (other than, during the Suspension Period, as contemplated by, or resulting from performance or results contemplated by, the projections delivered to Revolving Lenders that are not Public-Siders on April 3, 2020) on (a) the business, assets, operations or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower and the other Credit Parties taken as a whole to perform any of their repayment or other material obligations under the Credit Documents or (c) the rights or remedies of the Administrative Agent, the Collateral Agent or the Lenders under the Credit Documents.

(b) Section 3.04(b) of the Credit Agreement is hereby deemed amended to insert, for purposes of the use thereof as a representation and warranty remade pursuant to Section 4.02 of the Credit Agreement, the following text immediately after the text “material adverse change”: “(other than, during the Suspension Period, as contemplated by, or resulting from performance or results contemplated by, the projections delivered to Revolving Lenders that are not Public-Siders on April 3, 2020).”

SECTION 3.Effectiveness. This Amendment shall become effective on and as of the first date (the “Seventh Amendment Effective Date”) on which each of the following conditions have been satisfied:

3.1.Executed Amendment. The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by an Authorized Officer of the Borrower, the Administrative Agent and Lenders that constitute the Required Revolving Lenders.

3.2.Authorization. The Administrative Agent shall have received documents and certificates relating to the organization (or incorporation), existence and good standing of the Borrower and the authorization of this Amendment, in each case, to the extent requested of the Borrower by the Administrative Agent prior to the date hereof and, to the extent so requested, in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

3.3.Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the Seventh Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Seventh Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment.

SECTION 4.Amendment Fee. The Borrower agrees to pay to the Administrative Agent, for the ratable account of each Revolving Lender that has provided its signature hereto to the Administrative Agent no later than 12:00 p.m., New York City time on April 17, 2020 (each, a “Consenting Lender”), on each Payment Date (as defined below) occurring after the Seventh Amendment Effective Date and on or prior to December 31, 2021, an amendment fee calculated at a rate per annum equal to 0.50% and calculated based on the outstanding Revolving Credit Exposure during the period since the immediately prior Payment Date (with the first such period to be the period from the Seventh Amendment Effective Date to the first Payment Date thereafter) in each case held by each Consenting Lender (based on the days such Revolving Loans, Swingline Loans and Letters of Credit were outstanding and on the same basis as applicable under Section 2.13(f) (as if references therein to interest were references to the fee payable pursuant to this Section)).

“Payment Date” means (a) the last day of each March, June, September and December and (b) the earlier of (i) the Revolving Maturity Date and (ii) termination of the Revolving Commitments.

SECTION 5.Representations and Warranties. The Borrower hereby represents that (a) the representations and warranties of each Credit Party set forth in the Credit Documents are true and correct in all material respects (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects and (ii) the definition of “Material Adverse Effect” as used in all such representations and warranties shall be deemed to be the definition thereof as modified by Section 2.4 of this Amendment) on and as of the Seventh Amendment Effective Date (other than representations and warranties that relate solely to an earlier date) and (b) on the Seventh Amendment Effective Date, and immediately after giving effect to the effectiveness of this Amendment, no Default shall have occurred and be continuing.

SECTION 6.Reference to and Effect Upon the Credit Agreement; Other.

6.1.Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, except as expressly provided herein. Nothing herein shall be deemed, in similar or different circumstances, to entitle the Borrower or any other Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document.

6.2.Upon the Seventh Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import, and each reference in the Credit Documents to “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of similar import, shall mean and be a reference to the Amended Credit Agreement. Upon the Seventh Amendment Effective Date, each reference in any Ancillary Document to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import, and each reference in the Credit Documents to any Ancillary Document shall mean and be a reference to the Ancillary Documents as amended or supplemented as contemplated hereby.

6.3.This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Credit Document, all of which shall remain in full force and effect, except as modified hereby or repaid pursuant hereto. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge by any Credit Party under any Credit Document from any of its obligations and liabilities thereunder.

6.4.This Amendment shall constitute a Credit Document.

SECTION 7.General.

7.1.Costs and Expenses.The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and any other documents prepared in connection herewith, including but not limited to the reasonable and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

7.2.Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

7.3.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

7.4.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

7.5.Amendments. This Amendment may be amended, modified or supplemented only by a writing signed by the Required Revolving Lenders (as defined in the Amended Credit Agreement), the Administrative Agent and the Borrower; provided that any amendment or modification that would require the consent of Required Lenders, all Lenders or all affected Lenders if made under the Amended Credit Agreement shall require the consent of Required Lenders (as defined in the Amended Credit Agreement, all Lenders (as defined in the Amended Credit Agreement) or all such affected Lenders (as defined in the Amended Credit Agreement), as applicable.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

WELBILT, INC.

(F/K/A MANITOWOC FOODSERVICE, INC.)

By: /s/ Martin D. Agard__________________

Name: Martin D. Agard

Title: Executive Vice President and Chief Financial Officer

ENODIS HOLDINGS LIMITED

By: /s/ Adrian Gray_______________________

Name: Adrian Gray

Title: Director

[Signature Page to Amendment No. 7 to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and a Lender

By: /s/ Philip VanFossan_________________

Name: Philip VanFossan

Title: Executive Director

[Signature Page to Amendment No. 7 to Credit Agreement]

BMO Harris Bank, N.A., as a Lender

By: /s/ Nick Irving________________________

Name: Nick Irving

Title: VP

If a second signature is necessary:

By: ____________________________________

Name:

Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

Capital One, N.A., as a Lender

By: /s/ Alfredo Wang________________________

Name: Alfredo Wang

Title: Duly Authorized Signatory

[Signature Page to Amendment No. 7 to Credit Agreement]

HSBC Bank USA, National Association, as a Lender

By: /s/ Shaun Kleinman________________________

Name: Shaun Kleinman

Title: Senior Vice President

[Signature Page to Amendment No. 7 to Credit Agreement]

BNP Paribas, as a Lender

By: /s/ Monica Tilani________________________

Name: Monica Tilani

Title: Vice President

By: /s/ Kirk Hoffman________________________

Name: Kirk Hoffman

Title: Managing Director

[Signature Page to Amendment No. 7 to Credit Agreement]

MORGAN STANLEY BANK, N.A., as a Lender

By: /s/ Jack Kuhns________________________

Name: Jack Kuhns

Title: Authorized Signatory

[Signature Page to Amendment No. 7 to Credit Agreement]

Bank of America, N.A., as a Lender

By: /s/ Max Oligario________________________

Name: Max Oligario

Title: Senior Vice President

If a second signature is necessary:

By: ____________________________________

Name:

Title:

[Signature Page to Amendment No. 7 to Credit Agreement]

COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender

By: /s/ William Binder________________________

Name: William Binder

Title: Executive Director

By: /s/ Shane Koonce________________________

Name: Shane Koonce

Title: Executive Director

[Signature Page to Amendment No. 7 to Credit Agreement]

EX-99.1

                                Exhibit 99.1

NEWS RELEASE

WELBILT COMPLETES SENIOR SECURED REVOLVING CREDIT FACILITY AMENDMENT

Financial covenants on $400 million revolver amended to provide compliance relief due to impact from COVID-19 pandemic

New Port Richey, FL. - April 20, 2020 - Welbilt, Inc. (NYSE:WBT) announced today that it has amended its $400 million senior secured revolving credit facility (“Revolver”) to address the risk of non-compliance with the Revolver’s financial covenants due to the COVID-19 pandemic’s impact on the commercial foodservice industry and the resulting demand for our products.

Highlights of key terms of the Revolver amendment include:

• The Leverage Ratio and Interest Coverage financial covenants are suspended for four quarters beginning with the quarter ending June 30, 2020 and replaced during that period with Minimum Consolidated EBITDA, Minimum Liquidity and Maximum Capital Expenditures tests, with the Minimum Liquidity test extending one additional quarter.

• The Leverage Ratio and Interest Coverage tests will be reinstated in the second quarter of 2021 at modified levels as compared to the pre-amendment requirements, returning to the pre-amendment covenant levels by the fourth quarter of 2021.

• The size ($400 million) and maturity (October 2023) were unchanged.

“We are pleased to have completed the Revolver amendment early in the second quarter,” stated Marty Agard, Welbilt’s Executive Vice President and Chief Financial Officer. “Welbilt was on a journey to reduce its debt-to-EBITDA ratio to between 3.25x and 3.75x by the end of 2021, which has been negatively impacted by the COVID-19 pandemic. This amendment provides substantial covenant headroom over seven quarters, which will help to ensure continued access to our Revolver throughout this crisis and recovery period. We continue to believe that our liquidity resources including this Revolver are sufficient to meet our working capital needs and cash requirements and, as such, we did not seek additional Revolver capacity in this amendment. We remain committed to continuing our deleveraging journey once this crisis abates and business conditions begin to normalize.”

About Welbilt, Inc.

Welbilt, Inc. provides the world’s top chefs, premier chain operators and growing independents with industry-leading equipment and solutions. Our innovative products and solutions are powered by our deep knowledge, operator insights, and culinary expertise. Our portfolio of award-winning product brands includes Cleveland™, Convotherm^®, Crem^®, Delfield^®, Frymaster^®, Garland^®, Kolpak^®, Lincoln™, Manitowoc^® Ice, Merco^®, Merrychef^® and Multiplex^®. These product brands are supported by two service brands: FitKitchen^®, our fully-integrated kitchen systems brand, and KitchenCare^®, our aftermarket parts and service brand. Headquartered in the Tampa Bay region of Florida and operating 20 manufacturing facilities throughout the Americas, Europe and Asia, we sell through a global network of over 5,000 distributors and dealers in over 100 countries. We have approximately 4,800 employees and generated sales of $1.6 billion in 2019. For more information, visitwww.welbilt.com.

Forward-looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, our expectations regarding the impact of COVID-19 on our business, including on customer demand, supply chains and production; our ability to meet working capital needs and cash requirements over the next 12 months; our ability to realize savings from reductions in force and other cost saving measures; compliance with the financial covenants under our credit facility; our ability to obtain financial and tax benefits from the recently-passed CARES Act; future results, our full-year financial outlook; expected impact of restructuring and other operating and strategic plans and any assumptions on which those expectations, outlook, descriptions, targets or plans are based. Certain of these forward-looking statements can be identified by using words such as "anticipates," "believes," "intends," "estimates," "targets," "expects," "endeavors," "forecasts," "could," "will," "may," "future," "likely," "on track to deliver," “are encouraged,” "plans," "projects," "assumes," "should" or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, risks from global pandemics including COVID-19; risks related to our ability to timely and efficiently execute on manufacturing strategies; our ability to realize anticipated or targeted earnings enhancements, cost savings, strategic options and other synergies and the anticipated timing to realize those enhancements, savings, synergies, and options; acquisitions, including our ability to realize the benefits of acquisitions in a manner consistent with our expectations and general integration risks; our substantial levels of indebtedness; actions by competitors including competitive pricing; consumer and customer demand for products; the successful development and market acceptance of innovative new products; world economic factors and ongoing economic and political uncertainty; our ability to source raw materials and commodities on favorable terms and successfully respond to and manage related price volatility; our ability to generate cash and manage working capital consistent with our stated goals; costs of litigation and our ability to defend against lawsuits and other claims and to protect our intellectual property rights; unanticipated environmental liabilities; the ability to obtain and maintain adequate insurance coverage; data security and technology systems;

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our labor relations and the ability to recruit and retain highly qualified personnel; product quality and reliability, including product liability claims; changes in the interest rate environment and currency fluctuations; compliance with, or uncertainty created by, existing, evolving or new laws and regulations, including recent changes in tax laws, tariffs and trade regulations and enforcement of such laws around the world, and any customs duties and related fees we may be assessed retroactively for failure to comply with U.S. customs regulations; our ability to comply with evolving and complex accounting rules, many of which involve significant judgment and assumptions; the possibility that additional information may arise, that would require us to make further adjustments or revisions to our historical financial statements or delay the filing of our current financial statements; actions of activist shareholders; and those additional risks, uncertainties and factors described in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

For more information, contact:

Rich Sheffer

Vice President Investor Relations, Risk Management and Treasurer

Welbilt, Inc.

+1 (727) 853-3079

Richard.sheffer@welbilt.com

XML

Cover	Apr. 17, 2020
Cover page.
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 17, 2020
Entity Registrant Name	Welbilt, Inc.
Entity Central Index Key	0001650962
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37548
Entity Tax Identification Number	47-4625716
Entity Address, Address Line One	2227 Welbilt Boulevard
Entity Address, City or Town	New Port Richey
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34655
City Area Code	727
Local Phone Number	375-7010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	WBT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false