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): March 3, 2022

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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 March 3, 2022, Welbilt, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with Pentair Commercial Ice LLC, a Delaware limited liability company (the “Buyer”), and Pentair plc, an Irish public limited company. Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to sell and assign to Buyer or its designee certain assets, equity interests, rights, properties and liabilities comprising the Company’s Manitowoc Ice business for a purchase price of $1.6 billion (the “Transaction”), subject to certain adjustments. The Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) receipt of applicable regulatory approvals, and (ii) the substantially concurrent closing of the previously announced Agreement and Plan of Merger pursuant to which the Company has agreed to merge with a subsidiary of Ali Holding S.r.l. (“Ali”), becoming a wholly owned subsidiary of Ali.

Item 8.01. Other Events

On March 3, 2022, the Company issued a press release in connection with the announcement of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)    Exhibit

Exhibit No.	Description
99.1	Press Release dated March 3, 2022, issued by 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)

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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: March 3, 2022	By:	/s/ Martin D. Agard
		Martin D. Agard
		Executive Vice President and Chief Financial Officer

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EX-99.1

WELBILT ANNOUNCES THE SALE OF MANITOWOC ICE

New Port Richey, FL. – March 3, 2022 – Welbilt, Inc. (NYSE:WBT) today announced that it has entered into a definitive agreement to sell its Manitowoc® Ice business (“Manitowoc Ice”) to Pentair plc (NYSE:PNR) for approximately $1.6 billion in cash, on a cash free and debt free basis, subject to customary post-closing adjustments. Manitowoc Ice designs, manufactures and markets a full line of ice machines and related equipment and generated sales of approximately $308 million in 2021.

Commenting on the transaction, Bill Johnson, Welbilt’s President and CEO, said, “We believe that this transaction is a good outcome for both Welbilt and Manitowoc Ice. We are confident that the successful closing of this transaction will pave the way for Welbilt to complete its sale to Ali Group, while Manitowoc Ice will benefit from Pentair’s focus on water solutions and its diversified customer base and product lines.”

Welbilt expects to receive regulatory approval for the sale of Welbilt to Ali Group from the U.S., United Kingdom, and European Union prior to closing the sale of Manitowoc Ice to Pentair. Welbilt expects to complete the sale of Manitowoc Ice in the first half of 2022, subject to customary closing conditions, concurrently with the closing of the acquisition of Welbilt by Ali Group.

Goldman Sachs & Co. LLC acted as financial advisor on the transaction and Gibson Dunn & Crutcher LLP and Alston & Bird LLP acted as legal advisors.

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 three service brands: KitchenCare®, our aftermarket parts and service brand, FitKitchen®, our fully-integrated kitchen systems brand, and KitchenConnect®, our cloud-based digital platform brand. Headquartered in the Tampa Bay region of Florida and operating 19 manufacturing facilities throughout the Americas, Europe and Asia, we sell through a global network of over 5,000 distributors, dealers, buying groups and manufacturers' representatives in over 100 countries. We have approximately 4,800 employees and generated sales of $1.5 billion in 2021. For more information, visit www.welbilt.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties, including, but are not limited to, the following factors: the risk that the conditions to the closing of any transaction are not satisfied, including the risk that required approvals of any transaction from regulators are not obtained; litigation relating to any transaction; and uncertainties as to the timing of the consummation of a transaction and the ability of any party to consummate the transaction. Other factors that might cause such a difference include those discussed in Welbilt’s filings with the SEC, which include its Annual Reports on Form 10-K and Current Reports on Form 8-K, and in the definitive proxy statement filed in connection with the Ali Group transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in Welbilt’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Welbilt undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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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	Mar. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 03, 2022
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