As filed with the Securities and Exchange Commission on May 28, 2021

No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	3580	36-3352497
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1400 Toastmaster Drive

Elgin, Illinois, 60120

(847) 741-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy J. FitzGerald

Chief Executive Officer

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Shilpi Gupta
Eric C. Otness Skadden, Arps, Slate,
Meagher & Flom LLP 333 West Wacker Drive Chicago, Illinois 60606 (312) 407-0700 Joel H. Horn, Esq. Executive Vice President, General Counsel and Corporate Secretary 2227 Welbilt Boulevard New Port Richey, Florida 34655 (727) 375-7010 Barbara L. Becker Saee Muzumdar Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the proposed merger contemplated by the Agreement and Plan of Merger dated as of April 20, 2021, described in the joint proxy statement/prospectus contained herein, have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01 per share	19,070,168(1)	N/A	$3,018,930,521.36(2)	$329,365.32(3)

(1) Represents the estimated maximum number of shares of common stock, par value $0.01 per share (“Middleby Common Stock”), of The Middleby Corporation (“Middleby”) being registered upon completion of the merger of a wholly owned subsidiary of Middleby with and into Welbilt, Inc. (“Welbilt”) described in the joint proxy statement/prospectus contained herein based upon (a)(i) 141,683,891 shares of common stock, par value $0.01 per share (“Welbilt Common Stock”), of Welbilt, issued and outstanding as of April 20, 2021, (ii) 2,166,909 outstanding options to purchase shares of Welbilt Common Stock under the Welbilt, Inc. 2016 Omnibus Incentive Plan, as amended from time to time (the “Welbilt Equity Plan”), (iii) 1,458,398 shares of Welbilt Common Stock potentially issuable in respect of each award of performance stock units granted pursuant to the Welbilt Equity Plan, (iv) 994,065 shares of Welbilt Common Stock potentially issuable in respect of Welbilt’s restricted stock units, (v) 94,999 shares of Welbilt Common Stock potentially issuable in respect of Welbilt’s restricted stock units with respect to Welbilt’s board of directors, and (vi) 7,393,410 shares of Welbilt Common Stock reserved for the grant of additional awards under the Welbilt Equity Plan, and (b) the exchange ratio, as set forth in that certain merger agreement described herein, of 0.1240 shares of Middleby Common Stock per share of Welbilt Common Stock.

(2) Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, based on the average of the high and low prices of Welbilt Common Stock as reported on the New York Stock Exchange on May 26, 2021 ($19.63 per share), multiplied by the estimated maximum number of shares of Welbilt Common Stock (153,791,673) that may be exchanged or converted for the securities being registered.

(3) The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not distribute the Middleby Common Stock being registered pursuant to this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to distribute or a solicitation of an offer to receive any securities in any jurisdiction where an offer or solicitation is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 28, 2021

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 [                ], on [                ], 2021, at [          ] [a.m./p.m.], Central Time. Middleby’s board of directors (the “Middleby Board”) unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance 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 [                ], on [                ], 2021, at [          ] [a.m./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 [                ], 2021, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $[                ] 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 [                ], 2021 and is first being mailed to Middleby stockholders of record and Welbilt stockholders of record on or about [                ], 2021.

1400 Toastmaster Drive

Elgin, Illinois, 60120

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF

THE MIDDLEBY CORPORATION

TO BE HELD ON [                 ], 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 [                ] [a.m./p.m.], Central Time, on [                ], 2021 [virtually] at [                ], 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 [                ], 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

By Order of the Board of Directors

Timothy FitzGerald

Chief Executive Officer

Elgin, Illinois

[                 ], 2021

Your vote is very important, regardless of the number of shares of Middleby Common Stock you own. The Merger cannot be completed unless stockholders of both Middleby and Welbilt approve certain proposals related to the Merger. Whether or not you plan to attend the Middleby Special Meeting virtually, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Middleby Special Meeting.

WELBILT, INC.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS OF WELBILT, INC.

TO BE HELD [                 ], 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 [                ] [a.m./p.m.], Eastern Time, on [                ], 2021 at [                ], 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 [                ], 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

By Order of the Board of Directors

William C. Johnson

President and Chief Executive Officer

New Port Richey, Florida

[                ], 2021

Your vote is very important. The Merger between Middleby and Welbilt cannot be completed without the approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Welbilt Common Stock entitled to vote on the proposal.

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 [                ], 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.

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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 [                ], 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.

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Table of Contents

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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		23
Fractional Shares		24
Comparison of Stockholders’ Rights		24
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
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

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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		79
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
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

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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		166
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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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

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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,

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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 [                ]]. [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 [                ]]. [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 8.4% of the outstanding shares of Welbilt Common Stock as of [                ], 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

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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.

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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”).

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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 [                ], 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 [                ], 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 [            ] 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 [            ] outstanding shares of Middleby Common Stock.

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 [                ]]. 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 [          ] [a.m./p.m.], Eastern Time, on [                ], 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 [                ]]. 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 [          ] [a.m./p.m.], Central Time, on [                ], 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 [                ], on [                ], 2021, at [                    ] [a.m./p.m.], Eastern Time. Online access will begin at [          ] [a.m./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 [                ], on [                ], 2021, at [          ] [a.m./p.m.], Central Time. Online access will begin at [          ] [a.m./p.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.

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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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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a Welbilt stockholder or Middleby stockholder. To understand the Merger fully and for a more complete description of the terms of the Merger, you should read this entire joint proxy statement/prospectus carefully, including its annexes and the other documents to which you are referred. Additionally, important information, which you are urged to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 217. Items in this summary include a page reference directing you to a more complete description of those items.

The Parties to the Merger (See page 50)

The Middleby Corporation

Middleby is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) foodservice equipment used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation and dishwashers primarily used in the residential market. Middleby Common Stock is listed and traded on NASDAQ under the ticker symbol “MIDD.” Middleby, which is incorporated in Delaware, has its executive offices located at 1400 Toastmaster Drive, Elgin, Illinois, 60120, and can be reached by phone at (847) 741-3300.

Welbilt, Inc.

Welbilt is one of the world’s leading commercial foodservice equipment companies currently leveraging a full suite of equipment capable of storing, cooking, holding, displaying, dispensing and serving in both hot and cold foodservice categories. Welbilt designs, manufactures and supplies best-in-class equipment for the global commercial foodservice market which is used by commercial and institutional foodservice operators including full-service restaurants, quick-service restaurant chains, hotels, resorts, cruise ships, caterers, supermarkets, convenience stores, hospitals, schools and other institutions. Welbilt sells its products in each of its geographical segments, the Americas, EMEA and APAC, through a global network of over 5,000 distributors, dealers, buying groups and manufacturers’ representatives. Welbilt Common Stock is listed and traded on the NYSE under the ticker symbol “WBT.” Welbilt has its executive offices located at 2227 Welbilt Boulevard, New Port Richey, FL 34655, and can be reached by phone at (727) 375-7010.

The Merger and the Merger Agreement (See page 52)

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Merger.

Pursuant to 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 an indirect wholly owned subsidiary of Middleby. Following the Merger, Welbilt Common Stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Exchange Ratio (See page 112)

At the Effective Time, each share of Welbilt Common Stock will be converted into the right to receive 0.1240 shares of Middleby Common Stock.

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The Exchange Ratio is fixed, which means that it will not change between now and the Effective Time, regardless of changes in the market price of Welbilt Common Stock and Middleby Common Stock. No fractional shares of Middleby Common Stock will be issued upon the conversion of shares of Welbilt Common Stock pursuant to the Merger Agreement. Each Welbilt stockholder who otherwise would have been entitled to receive a fraction of a share of Middleby Common Stock will be entitled to receive cash in lieu of such fractional share.

Middleby stockholders will continue to own their existing shares of Middleby Common Stock, and it is expected that Middleby stockholders will own approximately 76% of the Middleby Common Stock and Welbilt stockholders will own approximately 24% of the Middleby Common Stock immediately following the Effective Time.

The Middleby Special Meeting (See page 153)

The Middleby Special Meeting will be held [virtually] at [             ], on [            ], 2021, at [          ] [a.m./p.m.], Central Time. The Middleby Special Meeting is being held to consider and vote on the following proposals:

• to approve the Stock Issuance Proposal;

• to approve the Middleby Authorized Share Increase Proposal; and

• to approve the Middleby Adjournment Proposal.

Completion of the Merger is conditioned on, among other things, the approval of the Stock Issuance Proposal by Middleby stockholders. Approval of the Middleby Adjournment Proposal is not a condition to the obligation of either Welbilt or Middleby to complete the Merger.

Only holders of record of outstanding shares of Middleby Common Stock as of the close of business on [             ], 2021, the Middleby Record Date, are entitled to notice of, and to vote at, the Middleby Special Meeting or any adjournment or postponement of the Middleby Special Meeting. Middleby stockholders may cast one vote for each share of Middleby Common Stock owned as of the Middleby Record Date for each proposal.

Assuming holders of a majority of the outstanding shares of Middleby Common Stock entitled to vote at a meeting of stockholders are present in person or represented by proxy at the Middleby Special Meeting (for purposes of the Middleby Special Meeting, a “quorum”), approval of the Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by holders of shares of Middleby Common Stock 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 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 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, such stockholder’s abstention from voting or

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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 its 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 Middleby Adjournment 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.

Under the Middleby Bylaws, virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Recommendation of the Middleby Board and its Reasons for the Merger (See page 65)

The Middleby Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Middleby and its stockholders and has unanimously adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The Middleby Board unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal, if necessary or appropriate to reach a quorum or solicit additional proxies. For additional information on the factors considered by the Middleby Board in reaching this decision and the recommendation of the Middleby Board, please see “The Merger—Recommendation of the Middleby Board and its Reasons for the Merger.”

Opinion of Middleby’s Financial Advisor (See page 68)

Pursuant to an engagement letter, Middleby retained Guggenheim Securities, LLC (“Guggenheim”) as its financial advisor in connection with the proposed Merger.

At the meeting of the Middleby Board on April 20, 2021, Guggenheim rendered its oral opinion to the Middleby Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Guggenheim in preparing the opinion, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Middleby. Guggenheim confirmed its April 20, 2021 oral opinion by delivering its written opinion, dated April 20, 2021, to the Middleby Board that, as of such date, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Middleby.

The full text of the written opinion of Guggenheim, dated April 20, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Guggenheim in preparing the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of Guggenheim set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Middleby stockholders are urged to read the opinion in its entirety. Guggenheim’s opinion was addressed to the Middleby Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Exchange Ratio in the proposed Merger and did not address any other aspect of the proposed Merger. The opinion does not constitute a recommendation to any stockholder of Middleby as to how such stockholder should vote with respect to the Stock Issuance Proposal, the Middleby Authorized Share Increase Proposal or any other matter. For a description of the opinion that the Middleby Board received from Guggenheim, see the section entitled “The Merger—Opinion of Middleby’s Financial Advisor.”

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Interests of Middleby’s Directors and Executive Officers in the Merger (See page 105)

Other than with respect to continued service for, employment by and the right to continued indemnification by the combined company, as of the date of this joint proxy statement/prospectus, Middleby’s directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other the Middleby stockholders generally. See “Interests of Middleby Directors and Executive Officers in the Merger.”

The Welbilt Special Meeting (See page 162)

The Welbilt Special Meeting will be held [virtually] at [             ], on [                    ], 2021, at [                    ] [a.m./p.m.], Eastern Time. The Welbilt Special Meeting is being held to consider and vote on the following proposals:

• to approve the Merger Proposal;

• to approve the Advisory Compensation Proposal; and

• to approve the Welbilt Adjournment Proposal.

Completion of the Merger is conditioned on, among other things, the approval of the Merger Proposal by Welbilt stockholders. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal are not conditions to the obligation of either Welbilt or Middleby to complete the Merger.

Only holders of record of outstanding shares of Welbilt Common Stock as of the close of business on [             ], 2021, the Welbilt Record Date, are entitled to notice of, and to vote at, the Welbilt Special Meeting or any adjournment or postponement of the Welbilt Special Meeting. Welbilt stockholders may cast one vote for each share of Welbilt Common Stock owned as of the Welbilt Record Date for each proposal.

Assuming holders of a majority of the outstanding shares of Welbilt Common Stock are present in person or represented by proxy at the Welbilt Special Meeting (for purposes of the Welbilt Special Meeting, a “quorum”), approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Welbilt Common Stock 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.

Under the Welbilt Bylaws, 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. Accordingly, with respect to a Welbilt stockholder who is present in person or represented by proxy at the Welbilt Special Meeting and who abstains, such stockholder’s abstention will be counted in connection with the determination of whether a quorum is present and will have the same effect as a vote “against” each of the Advisory Compensation Proposal and the Welbilt Adjournment Proposal. However, 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.

Icahn Support Agreement (See page 152)

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

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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 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.”

Recommendation of the Welbilt Board and its Reasons for the Merger (See page 79)

The Welbilt Board has unanimously (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 Welbilt stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Welbilt Adjournment Proposal, if necessary or appropriate to reach a quorum solicit additional proxies. For additional information on the factors considered by the Welbilt Board in reaching this decision and the recommendation of the Welbilt Board, please see “The Merger—Recommendation of the Welbilt Board and its Reasons for the Merger.”

Opinion of Welbilt’s Financial Advisor (See page 83)

Welbilt retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as financial advisor to the Welbilt Board in connection with the proposed Merger. At the meeting of the Welbilt Board on April 20, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Welbilt Common Stock. The full text of the written opinion of Morgan Stanley, dated as of April 20, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex C. You are encouraged to read the opinion carefully and in its entirety. The summary of the opinion of Morgan Stanley set forth herein is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley’s opinion was rendered for the benefit of the Welbilt Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the Exchange Ratio to the holders of shares of Welbilt Common Stock. Morgan Stanley’s opinion did not address any other aspects or implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Middleby Common Stock or Welbilt Common Stock would trade following consummation of the Merger or at any time, or the fairness of the amount or nature of the compensation to any officers, directors or employees of Welbilt, or any class of such persons, relative to the consideration to be received by the holders of shares of Welbilt Common Stock pursuant to the Merger. Morgan Stanley did not express any opinion or recommendation as to how the stockholders of Middleby or Welbilt should vote at the stockholders’ meetings to be held in connection with the Merger.

Interests of Welbilt’s Directors and Executive Officers in the Merger (See page 100)

When considering the recommendation of the Welbilt Board that Welbilt stockholders vote “FOR” the Merger Proposal, Welbilt stockholders should be aware that, aside from their interests as Welbilt stockholders, Welbilt’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of other Welbilt stockholders generally. The Welbilt Board was aware of such interests during its

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deliberations on the merits of the Merger and in deciding to recommend that Welbilt stockholders vote “FOR” the Merger Proposal at the Welbilt Special Meeting on [             ], 2021.

These interests include:

• the executive officers of Welbilt have arrangements with Welbilt that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits in the event of a qualifying termination of employment following the completion of the Merger;

• the directors of Welbilt have arrangements with Welbilt that provide for accelerated vesting of certain equity-based awards in the event of a qualifying termination of services following the completion of the Merger;

• executive officers and directors of Welbilt have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the Merger; and

• Welbilt directors, William C. Johnson and Cynthia M. Egnotovich, will join the board of directors of the combined company following the Closing (as defined below).

The Welbilt Board was aware of these additional interests of their directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and in recommending the applicable Merger-related proposals. For a further discussion of the interests of Welbilt directors and executive officers in the Merger, see “The Merger—Interests of Welbilt’s Directors and Executive Officers in the Merger.”

Treatment of Welbilt Equity Awards (See page 113)

Treatment of Welbilt Stock Options

As of the Effective Time, each Welbilt Option that is then outstanding will be converted into a Middleby Option with substantially the same terms and conditions as were applicable to such Welbilt Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, 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 Welbilt Restricted Stock award that is outstanding immediately prior to the Effective Time will be converted into 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

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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.

Treatment of Welbilt RSUs

As of the Effective Time, each Welbilt RSU and each Welbilt Director RSU that is outstanding immediately prior to the Effective Time will be converted into 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 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 connection with the Rollover Equity Awards.

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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.

Repayment, Termination and Defeasance of Existing Indebtedness (See page 106)

At least five (5) business days prior to the Closing Date (as defined below), Welbilt will use commercially reasonable efforts to deliver to Middleby:

• an executed copy of a customary payoff letter from the agents under the Credit Agreement, dated as of March 3, 2016, among Welbilt, as borrower, the subsidiary borrowers party thereto from time to time, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, supplemented or otherwise modified prior to the date of the Merger Agreement (the “Existing Credit Agreement”) in form and substance reasonably satisfactory to Middleby relating to the repayment in full of all obligations under the Existing Credit Agreement or secured or guaranteed by the Existing Credit Agreement, the termination of all commitments in connection therewith, the release of all encumbrances granted under the Existing Credit Agreement or securing the obligations under the Existing Credit Agreement and the release of all guarantees granted under the Existing Credit Agreement or in connection with the Existing Credit Agreement; and

• final drafts of customary certificates and opinions, in form and substance reasonably satisfactory to Middleby, relating to and required for the defeasance and discharge of all of the obligations under the Indenture, dated as of February 18, 2016, among MTW Foodservice Escrow Corp., as issuer, the guarantors party thereto from time to time, and Wells Fargo Bank, National Association, as trustee (the “Existing Indenture” and together with the Existing Credit Agreement, the “Existing Credit Facilities”).

Welbilt will use commercially reasonable efforts to, and will use commercially reasonable efforts to cause its subsidiaries to, deliver to Middleby (or to the agent or trustee, as applicable, under the Existing Credit Facilities, in the case of prepayment and termination notices or deliverables related to defeasance) prior to the Closing, in form and substance reasonably satisfactory to Middleby, all the documents, filings and notices required for:

• the termination of commitments under the Existing Credit Agreement, the release of all guarantees and other loan documents executed in connection with the Existing Credit Agreement, and the release of all encumbrances granted in connection with the Existing Credit Agreement, including the filing of UCC releases, termination of control agreements, and delivery of possessory collateral, which will in each case be subject to the occurrence of the Closing and the repayment in full of all obligations then outstanding under the Existing Credit Facilities; and

• the defeasance and discharge of all obligations under the Existing Indenture and the release of all guarantees executed in connection with the Existing Indenture.

Certain Beneficial Owners of Welbilt Common Stock (See page 210)

At the close of business on [             ], 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, Welbilt’s directors and executive officers and their affiliates, as a group, beneficially owned and were entitled to vote approximately [            ] shares of Welbilt Common Stock, collectively representing [    ]% of the shares of Welbilt Common Stock outstanding on that date. Welbilt currently expects that all of its directors and executive officers will vote their shares “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal (if necessary). For more information regarding the security ownership of Welbilt directors and executive officers, please see “Certain Beneficial Owners of Welbilt Common Stock.”

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In addition, pursuant to the Icahn Support Agreement, the Icahn Stockholders (which beneficially owned approximately 8.4% of the outstanding shares of Welbilt Common Stock as of [             ], 2021) have agreed, subject to the terms and conditions thereof, to vote all shares of Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For a more complete discussion of the Icahn Support Agreement, please see “The Merger—Icahn Support Agreement.”

Ownership of Middleby after the Merger (See page 106)

As of the date of this joint proxy statement/prospectus, based on the Exchange Ratio, the number of outstanding shares of Welbilt Common Stock (plus the number of shares underlying outstanding Welbilt RSUs) and the number of outstanding shares of Middleby Common Stock (on a fully diluted basis), it is estimated that Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the issued and outstanding shares of Middleby Common Stock on a fully diluted basis immediately following the Effective Time.

Board of Directors of Middleby Following the Merger (See page 106)

The Middleby Board at the Effective Time will consist of nine directors and be composed of the (i) Legacy Middleby Directors and (ii) the Welbilt Appointed Directors.

Conditions to the Completion of the Merger (See page 144)

Each party’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

• the approval of the Merger Proposal by the Welbilt stockholders;

• the approval of the Stock Issuance Proposal by the Middleby stockholders;

• the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, will have become effective under the Securities Act and no stop order suspending the effectiveness may be in effect;

• NASDAQ having approved the listing of the shares of Middleby Common Stock to be issued in the Merger;

• (i) the expiration or earlier termination of the waiting period (and any extension of such period) under the HSR Act and (ii) each consent from a governmental authority required to be obtained with respect to the Merger under any Antitrust Law set forth in the disclosure letters to the Merger Agreement must be obtained and remain in full force and effect, in each case, without the imposition, individually or in the aggregate, of an Unacceptable Condition (as defined in the Merger Agreement); and

• 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 in effect and has the effect of a Restraint.

In addition, Middleby’s and Merger Sub’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

• The accuracy of the representations and warranties of Welbilt:

• regarding capitalization (as set forth in Section 3.2(a) of the Merger Agreement) were true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and are true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and

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warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date); and

• regarding (i) the validity of issued and outstanding shares of Welbilt Common Stock, (ii) stock options and other convertible securities, (iii) subsidiaries of Welbilt, (iv) authority relative to the Merger Agreement, (iv) the vote on the Merger Proposal and (v) brokers (as set forth in Sections 3.2(b), 3.2(c), 3.2(d), 3.3, 3.4 and 3.26 of the Merger Agreement, respectively (and together with representations and warranties in the previous bullet, the “Welbilt Fundamental Representations”)) were true and correct in all material respects, without giving effect to any materiality or “Material Adverse Effect” (as defined herein) qualifications therein, as of the date of the Merger Agreement and are true and correct in all material respects, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be true and correct as of such specific date);

• each representation and warranty of Welbilt (other than the Welbilt Fundamental Representations) set forth in the Merger Agreement was true and correct, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, as of the date of the Merger Agreement and is true and correct, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must so true and correct as of such specific date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

• Welbilt’s performance or compliance in all material respects with its obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing;

• Since the date of the Merger Agreement, there has not been any event, circumstance, occurrence, effect, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; and

• Welbilt having delivered to Middleby a certificate of an executive officer of the Welbilt certifying the matters of the immediately preceding bullets.

Welbilt’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

• the accuracy of the representations and warranties of Middleby:

• regarding capitalization (as set forth in Section 4.2(a) of the Merger Agreement) were true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and are true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be true and correct as of such specific date); and

• regarding (i) validity of issued and outstanding shares of Middleby Common Stock, (ii) stock options and other convertible securities, (iii) authority relative to the Merger Agreement, (iv) the vote on the Stock Issuance Proposal, and (v) brokers (as set forth in Sections 4.2(b), 4.2(c), 4.3, 4.4 and 4.19 in the Merger Agreement, respectively (together with the representations and warranties in the previous bullet, the “Middleby Fundamental Representations”)) were true and correct in all material respects, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, as of the date of the Merger Agreement and are true and correct in all material respects, without giving effect to any materiality or “Material Adverse Effect”

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qualifications therein as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date);

• each other representation and warranty of Middleby set forth in the Merger Agreement (other than the Middleby Fundamental Representations) was true and correct, without giving effect to any materiality or “Material Adverse Effect” qualifications therein, as of the date of the Merger Agreement and is true and correct, without giving effect to any materiality or “Material Adverse Effect” qualifications therein as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must so true and correct as of such specific date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

• Middleby’s and Merger Sub’s performance or compliance in all material respects with each of their respective obligations required under the Merger Agreement to be performed or complied with on or prior to the closing of the Merger (the “Closing”);

• since the date of the Merger Agreement, there has not been any event, circumstance, occurrence, effect, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; and

• Middleby having delivered to Welbilt a certificate of an executive officer of Middleby certifying the matters of the immediately preceding bullets.

No Solicitation of Acquisition Proposals by Welbilt (See page 128)

Welbilt agreed that from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms that:

• Welbilt will, and will cause its subsidiaries and its and their respective officers and directors to, immediately cease, and shall direct and use its reasonable best efforts to cause its and their respective other representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Welbilt Acquisition Proposal) (other than the transactions contemplated by the Merger Agreement);

• Welbilt will not, and will not authorize or permit any of its representatives to, directly or indirectly through another person:

• initiate, seek, solicit, knowingly facilitate, knowingly encourage (including by way of furnishing any non-public information relating to Welbilt or any of its subsidiaries), or knowingly induce the making, submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Welbilt Acquisition Proposal;

• engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access to the properties, books and records of Welbilt to, any person (other than Middleby or any of its affiliates or representatives) in connection with or in response to any Welbilt Acquisition Proposal or any proposal reasonably expected to lead to any Welbilt Acquisition Proposal or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Welbilt Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, Welbilt may waive any such standstill provision in order to permit a third party to make a Welbilt Acquisition Proposal);

• enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture

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agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Welbilt Acquisition Proposal; or

• resolve to do any of the actions contemplated by the previous three bullets;

• Welbilt will not provide and must have, within twenty-four (24) hours of execution of the Merger Agreement, terminated access of any third party to any data room (virtual or actual) containing any of Welbilt’s information; and

• within twenty-four (24) hours of execution of the Merger Agreement, Welbilt must have requested the return or destruction of all confidential, non-public information and materials provided to third parties that have entered into confidentiality agreements relating to a possible Welbilt Acquisition Proposal with Welbilt or any of its subsidiaries.

Notwithstanding the foregoing, if at any time after the date of the Merger Agreement and prior to the approval of the Merger Proposal, Welbilt receives a bona fide written Welbilt Acquisition Proposal from a third party and such Welbilt Acquisition Proposal was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, then Welbilt may:

• contact the person who has made such Welbilt Acquisition Proposal solely to clarify the terms of such Welbilt Acquisition Proposal so that Welbilt Board may inform itself about such Welbilt Acquisition Proposal;

• furnish information concerning its business, properties or assets to such person pursuant to a confidentiality agreement with confidentiality and standstill terms that, taken as a whole, are not materially less favorable to Welbilt than those contained in the confidentiality agreement, dated as of December 13, 2020, between Middleby and Welbilt (the “Confidentiality Agreement”); and

• negotiate and participate in discussions and negotiations with such person concerning such Welbilt Acquisition Proposal.

In the case of the previous two bullets, Welbilt may take such actions only if the Welbilt Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Welbilt Acquisition Proposal constitutes or is reasonably likely to constitute or result in a Welbilt Superior Proposal.

Welbilt:

• will promptly (and in any case within twenty-four (24) hours) provide Middleby notice:

• of the receipt of any Welbilt Acquisition Proposal, which notice must include a complete, unredacted copy of all written proposals, written indications of interest or draft agreements relating to, or other written materials that describe any of the terms and conditions of, such Welbilt Acquisition Proposal; and

• of any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations initiated or continued or sought to be initiated or continued with, Welbilt or any of its representatives concerning a Welbilt Acquisition Proposal, and disclose the identity of the other party (or parties) and the terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials;

• will promptly (and in any case within twenty-four (24) hours) make available to Middleby copies of all written materials provided by Welbilt to such party but not previously made available to Middleby; and

• will keep Middleby informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Welbilt Acquisition Proposal or other inquiry, offer, proposal or request.

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For the purposes of this joint proxy statement/prospectus:

• “Welbilt Acquisition Proposal” means a proposal, offer or inquiry from any person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving Welbilt, pursuant to which any such person would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of Welbilt, (ii) sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of Welbilt (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of Welbilt representing twenty percent (20%) or more of the consolidated assets, net revenues or net income of Welbilt and its subsidiaries taken as a whole, or to which twenty percent (20%) or more of the net revenues, net income or assets of Welbilt and its subsidiaries, taken as a whole, are attributable, (iii) issuance or sale or other disposition of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Welbilt or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the net revenues, net income or assets of Welbilt and its subsidiaries, taken as a whole, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any person will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Welbilt or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the net revenues, net income or assets of Welbilt and its subsidiaries, taken as a whole, or (v) any combination of the foregoing.

• “Welbilt Intervening Event” means a material event or circumstance that was not known or reasonably foreseeable to the Welbilt Board on the date of the Merger Agreement (or if known, the material consequences of which were not known or reasonably foreseeable to the Welbilt Board as of the date of the Merger Agreement), which event or circumstance, or any consequence thereof, becomes known to the Welbilt Board prior to the approval of the Merger Proposal; provided that in no event will any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Welbilt Acquisition Proposal constitute a Welbilt Intervening Event.

• “Welbilt Superior Proposal” means a bona fide unsolicited written Welbilt Acquisition Proposal (provided that for purposes of this definition references to twenty percent (20%) in the definition of “Welbilt Acquisition Proposal” shall be deemed to be references to fifty percent (50%)) which the Welbilt Board determines in good faith (i) to be reasonably likely to be consummated on the terms proposed on a timely basis if accepted and (ii) to be more favorable to Welbilt’s stockholders from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the Merger Agreement, and any changes to the terms of the Merger Agreement offered by Welbilt in response to such Welbilt Acquisition Proposal in accordance with the Merger Agreement.

No Solicitation of Acquisition Proposals by Middleby (See page 130)

Middleby agreed that, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms:

• Middleby will, and will cause its subsidiaries and its and their respective officers and directors to, immediately cease, and will direct and use its reasonable best efforts to cause its and their respective other representatives to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Middleby Acquisition Proposal (other than the transactions contemplated by the Merger Agreement);

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• Middleby will not, and will not authorize or permit any of its representatives to, directly or indirectly through another person:

• initiate, seek, solicit, knowingly facilitate, knowingly encourage (including by way of furnishing any non-public information relating to Middleby or any of its subsidiaries), or knowingly induce the making, submission or announcement of any proposal that constitutes, or would reasonably be expected to lead to, a Middleby Acquisition Proposal;

• engage in negotiations or discussions with, or provide any non-public information or non-public data to, or afford access to the properties, books and records of Middleby to, any person (other than Welbilt or any of its affiliates or representatives) in connection with or in response to any Middleby Acquisition Proposal or any proposal reasonably expected to lead to any Middleby Acquisition Proposal or grant any waiver or release under any standstill, confidentiality or other agreement (except that if the Middleby Board determines in good faith, after consultation with its outside legal counsel, that the failure to grant any waiver or release would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, Middleby may waive any such standstill provision in order to permit a third party to make a Middleby Acquisition Proposal);

• enter into any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Middleby Acquisition Proposal; or

• resolve to do any of the actions contemplated by the previous three bullets;

• Middleby will not provide and must have, within twenty-four (24) hours of execution of the Merger Agreement, terminated access of any third party to any data room (virtual or actual) containing any of Middleby’s information; and

• within twenty-four (24) hours of execution of the Merger Agreement, Middleby must have requested the return or destruction of all confidential, non-public information and materials provided to third parties that have entered into confidentiality agreements relating to a possible Middleby Acquisition Proposal with Middleby or any of its subsidiaries.

Notwithstanding the foregoing, if at any time after the date of the Merger Agreement and prior to obtaining the approval of the Stock Issuance Proposal, Middleby receives a bona fide written Middleby Acquisition Proposal from a third party and such Middleby Acquisition Proposal was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, then Middleby may:

• contact the person who has made such Middleby Acquisition Proposal solely to clarify the terms of such Middleby Acquisition Proposal so that the Middleby Board may inform itself about such Middleby Acquisition Proposal;

• furnish information concerning its business, properties or assets to such person pursuant to a confidentiality agreement with confidentiality and standstill terms that, taken as a whole, are not materially less favorable to Middleby than those contained in the Confidentiality Agreement; and

• negotiate and participate in discussions and negotiations with such person concerning such Middleby Acquisition Proposal.

In the case of previous two bullets, only if the Middleby Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Middleby Acquisition Proposal constitutes or is reasonably likely to constitute or result in a Middleby Superior Proposal.

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Middleby:

• must promptly (and in any case within twenty-four (24) hours) provide Welbilt notice

• of the receipt of any Middleby Acquisition Proposal, which notice must include a complete, unredacted copy of all written proposals, written indications of interest or draft agreements relating to, or other written materials that describe any of the terms and conditions of, such Middleby Acquisition Proposal; and

• of any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations initiated or continued or sought to be initiated or continued with, Middleby or any of its representatives concerning a Middleby Acquisition Proposal, and disclose the identity of the other party (or parties) and the terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials;

• must promptly (and in any case within twenty-four (24) hours) make available to Welbilt copies of all written materials provided by Middleby to such party but not previously made available to Welbilt; and

• must keep Welbilt informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Middleby Acquisition Proposal or other inquiry, offer, proposal or request.

For the purposes of this joint proxy statement/prospectus:

• “Middleby Acquisition Proposal” means a proposal, offer or inquiry from any person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving Middleby, pursuant to which any such person would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of Middleby, (ii) sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of Middleby (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of Middleby representing twenty percent (20%) or more of the consolidated assets, net revenues or net income of Middleby and its subsidiaries taken as a whole, or to which twenty percent (20%) or more of the net revenues, net income or assets of Middleby and its subsidiaries, taken as a whole, are attributable (iii) issuance or sale or other disposition of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Middleby or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the net revenues, net income or assets of Middleby and its subsidiaries, taken as a whole, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any person will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Middleby or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the net revenues, net income or assets of Middleby and its subsidiaries, taken as a whole, or (v) any combination of the foregoing, in the case of each of (i) through (v) above, a condition of which is that the transactions contemplated by the Merger Agreement do not occur or that could only be completed if the transactions contemplated by the Merger Agreement do not occur.

• “Middleby Intervening Event” means a material event or circumstance that was not known or reasonably foreseeable to the Middleby Board on the date of the Merger Agreement (or if known, the material consequences of which were not known or reasonably foreseeable to the Middleby Board as of the date of the Merger Agreement), which event or circumstance, or any consequence thereof, becomes known to the Middleby Board prior to the approval of the Stock Issuance Proposal; provided that in no event will any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Middleby Acquisition Proposal constitute a Middleby Intervening Event.

• “Middleby Superior Proposal” means a bona fide unsolicited written Middleby Acquisition Proposal (provided that for purposes of this definition references to twenty percent (20%) in the definition of

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“Middleby Acquisition Proposal” will be deemed to be references to fifty percent (50%)) which the Middleby Board determines in good faith (i) to be reasonably likely to be consummated on the terms proposed on a timely basis if accepted and (ii) to be more favorable to Middleby’s stockholders from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the Merger Agreement, and any changes to the terms of the Merger Agreement offered by Middleby in response to such Middleby Acquisition Proposal in accordance with the Merger Agreement.

No Change of Recommendation by Welbilt (See page 131)

Except as permitted by the Merger Agreement, neither the Welbilt Board nor any committee thereof will:

• withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, the Welbilt Recommendation (as defined in the Merger Agreement), in each case in a manner adverse to Middleby or Merger Sub (a “Welbilt Recommendation Modification”) or

• adopt, approve, authorize, declare advisable or recommend or publicly propose to adopt, approve, authorize, declare advisable or recommend, any Welbilt Acquisition Proposal (any action described in these two bullets being referred to as a “Welbilt Adverse Recommendation Change”)

Permitted Welbilt Change of Recommendation—Superior Proposal

If, at any time after the date of the Merger Agreement and prior to the receipt of the approval of the Merger Proposal, the Welbilt Board receives a Welbilt Acquisition Proposal that the Welbilt Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Welbilt Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, the Welbilt Board may effect a Welbilt Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms in order to enter into a definitive agreement with respect to such Welbilt Superior Proposal if:

• the Welbilt Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

• Welbilt provides Middleby with five (5) business days’ prior written notice of the Welbilt Board’s intention to effect such a Welbilt Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms, which notice must include the identity of the party (or parties) making such Welbilt Superior Proposal, the material terms of such Welbilt Superior Proposal (including the price) and copies of the current drafts of material agreements providing for such Welbilt Superior Proposal;

• for a period of five (5) business days following the notice delivered pursuant to previous bullet, Welbilt must have discussed and negotiated in good faith and made Welbilt’s representatives available to discuss and negotiate in good faith (in each case to the extent Middleby desires to negotiate) with Middleby’s representatives any proposed modifications to the terms and conditions of the Merger Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Welbilt Board under applicable law (it being understood and agreed that any amendment to any material term or condition of any Welbilt Superior Proposal shall require a new notice and a new three (3)-business day negotiation period); and

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• no earlier than the end of such negotiation period, the Welbilt Board must have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to the Merger Agreement, that:

• the Welbilt Acquisition Proposal that is the subject of the notice described above still constitutes a Welbilt Superior Proposal; and

• the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable law.

Permitted Welbilt Change of Recommendation—Intervening Event

Other than in connection with a Welbilt Superior Proposal (which is subject to the terms of the Merger Agreement), prior to obtaining the approval of the Merger Proposal, the Welbilt Board may, in response to a Welbilt Intervening Event, take an action that would result in a Welbilt Recommendation Modification, only if:

• the Welbilt Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

• Welbilt notified Middleby in writing that the Welbilt Board intends to effect such a Welbilt Adverse Recommendation Change pursuant to the Merger Agreement (which notice must specify the material facts and circumstances providing the basis of the Welbilt Intervening Event and for the Welbilt Board’s determination to effect such a Welbilt Adverse Recommendation Change in reasonable detail);

• for a period of five (5) business days following the notice delivered pursuant to the previous bullet, Welbilt must have discussed and negotiated in good faith and made Welbilt’s representatives available to discuss and negotiate in good faith (in each case to the extent Middleby desires to negotiate), with Middleby’s representatives any proposed modifications to the terms and conditions of the Merger Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Welbilt Board under applicable law (and any material change to the relevant facts and circumstances will require a new notice and a new three (3)-business day negotiation period); and

• no earlier than the end of such negotiation period, the Welbilt Board must have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to the Merger Agreement, that the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable law.

No Change of Recommendation by Middleby (See page 131)

Neither the Middleby Board nor any committee thereof may

• withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, the Middleby Recommendation (as defined in the Merger Agreement), in each case in a manner adverse to Welbilt (a “Middleby Recommendation Modification”); or

• adopt, approve, authorize, declare advisable or recommend or publicly propose to adopt, approve, authorize, declare advisable or recommend any Middleby Acquisition Proposal (any action described in the previous two bullets being referred to as a “Middleby Adverse Recommendation Change”)

Permitted Middleby Change of Recommendation—Superior Proposal

Notwithstanding the provisions of the Merger Agreement described above, if, at any time after the date of the Merger Agreement and prior to the receipt of Middleby’s stockholders’ approval of the Stock Issuance Proposal, the Middleby Board receives a Middleby Acquisition Proposal that the Middleby Board determines in

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good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Middleby Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, the Middleby Board may effect a Middleby Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms in order to enter into a definitive agreement with respect to such Middleby Superior Proposal if

• the Middleby Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

• Middleby provides Welbilt with five (5) business days’ prior written notice of the Middleby Board’s intention to effect such a Middleby Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms, which notice must include the identity of the party (or parties) making such Middleby Superior Proposal, the material terms of such Middleby Superior Proposal (including the price) and copies of the current drafts of material agreements providing for such Middleby Superior Proposal;

• for a period of five (5) business days following the notice delivered pursuant to the previous bullet, Middleby must have discussed and negotiated in good faith and made Middleby’s representatives available to discuss and negotiate in good faith (in each case to the extent Welbilt desires to negotiate) with Welbilt’s representatives any proposed modifications to the terms and conditions of the Merger Agreement so that the failure to take such action would no longer be inconsistent with the fiduciary duties of the Middleby Board under applicable law (it being understood and agreed that any amendment to any material term or condition of any Middleby Superior Proposal requires a new notice and a new three (3)-business day negotiation period); and

• no earlier than the end of such negotiation period, the Middleby Board must have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to the Merger Agreement, that (x) the Middleby Acquisition Proposal that is the subject of the notice described above still constitutes a Middleby Superior Proposal and (y) the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable law.

Permitted Middleby Change of Recommendation—Intervening Event

Notwithstanding the provisions of the Merger Agreement described above, other than in connection with a Middleby Superior Proposal, prior to obtaining the receipt of Middleby’s stockholders’ approval of the Stock Issuance Proposal, the Middleby Board may, in response to a Middleby Intervening Event, take any action that may constitute a Middleby Recommendation Modification, only if:

• the Middleby Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

• Middleby has notified Welbilt in writing that the Middleby Board intends to effect such a Middleby Adverse Recommendation Change pursuant to the Merger Agreement (which notice must specify the material facts and circumstances providing the basis of the Middleby Intervening Event and for the Middleby Board’s determination to effect such a Middleby Adverse Recommendation Change in reasonable detail);

• for a period of five (5) business days following the notice delivered pursuant to the previous bullet, Middleby must have discussed and negotiated in good faith and made Middleby’s representatives available to discuss and negotiate in good faith (in each case to the extent Welbilt desires to negotiate), with Welbilt’s representatives any proposed modifications to the terms and conditions of the Merger Agreement so that the failure to take such action would no longer be inconsistent with the fiduciary

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duties of the Middleby Board under applicable law (it being understood and agreed that any material change to the relevant facts and circumstances requires a new notice and a new three (3)-business day negotiation period); and

• no earlier than the end of such negotiation period, the Middleby Board must have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to the Merger Agreement, that the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable law.

Termination of the Merger Agreement (See page 146)

Termination by Mutual Consent

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Welbilt stockholders or approval of the Stock Issuance Proposal by the Middleby stockholders, by mutual written consent of Middleby and Welbilt.

Termination by Either Middleby or Welbilt

Either party may terminate the Merger Agreement if:

• the Merger is not consummated on or before April 20, 2022 (the “Termination Date”); provided, however, that if, on the Termination Date, the conditions to the Closing set forth in the Merger Agreement (solely to the extent any such Restraint is in respect of an Antitrust Law) are not fulfilled but all other conditions to the Closing set forth in the Merger Agreement have been waived or fulfilled (other than those conditions that by their terms cannot be satisfied prior to the Closing, but which conditions would be satisfied if the Closing occurred on such date), then the Termination Date will automatically, without any action on the part of the parties to the Merger Agreement, be extended to October 20, 2022; provided, further, that the Termination Date may be further extended at the option of either Middleby or Welbilt in the circumstance described in a disclosure letter to the Merger Agreement to a date no later than June 20, 2023 and such date, as so extended, will be the “Termination Date” for purposes of the Merger Agreement; provided, further, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party if a material breach by such party of any of its obligations under the Merger Agreement has been the cause of or resulted in the failure of the Closing to have occurred on or before the Termination Date;

• (A) prior to the Effective Time, any governmental authority of competent jurisdiction has issued or entered any order after the date of the Merger Agreement or any law has been enacted or promulgated after the date of the Merger Agreement that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the other transactions contemplated by the Merger Agreement, and in the case of such an order, such order must be final and non-appealable or (B) any consent from a governmental authority required to be obtained pursuant to the Merger Agreement has become incapable of being obtained prior to the Termination Date; provided, however, that the right to terminate the Merger Agreement pursuant to this clause will not be available to a party if a material breach by such party of its obligations under appropriate actions, consents and filings section of the Merger Agreement is the cause of or resulted in the issuance of such order or the failure to obtain such consent;

• the required approval of the Merger Proposal at the Welbilt Special Meeting (or at any adjournment or postponement thereof) is not obtained; or

• the required approval of the Stock Issuance Proposal at the Middleby Special Meeting (or at any adjournment or postponement thereof) is not obtained.

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Termination by Middleby

Middleby may terminate the Merger Agreement if:

• Welbilt breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform:

• would result in the failure of a condition set forth in the Merger Agreement; and

• is not capable of being cured by Welbilt by the Termination Date or, if capable of being cured, is not cured by Welbilt on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Middleby’s delivery of written notice to Welbilt of such breach or failure to perform;

provided, however, that Middleby may not terminate the Merger Agreement pursuant to the foregoing if Middleby or Merger Sub is then in material breach of any of its obligations under the Merger Agreement so as to result in the failure of Middleby’s conditions to the Merger;

• the Welbilt Board makes a Welbilt Adverse Recommendation Change, Welbilt fails to include in this joint proxy statement/prospectus the Welbilt Recommendation or Welbilt materially violates or breaches any of its obligations under the non-solicitation provisions of the Merger Agreement; or

• prior to obtaining approval of the Stock Issuance Proposal by the Middleby stockholders, the Middleby Board authorizes Middleby to enter into a definitive agreement with respect to a Middleby Superior Proposal and Middleby enters into such definitive agreement concurrently with its termination of the Merger Agreement, but only if:

• Middleby is permitted to terminate the Merger Agreement to accept a Middleby Superior Proposal pursuant to, and subject to its compliance with the applicable terms and conditions of, the Merger Agreement; and

• as a condition to the effectiveness of such termination, Middleby pays to Welbilt the Middleby Termination Fee prior to or simultaneously with such termination.

Termination by Welbilt

Welbilt may terminate the Merger Agreement if:

• Middleby or Merger Sub breaches or fails to perform any of their respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform:

• would result in the failure of a condition set forth in the Merger Agreement; and

• is not capable of being cured by Middleby or Merger Sub, as applicable, by the Termination Date or, if capable of being cured, is not cured by Middleby or Merger Sub on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Welbilt’s delivery of written notice to Middleby of such breach or failure to perform;

provided, however, that Welbilt may not terminate the Merger Agreement pursuant to the foregoing if Welbilt is then in material breach of any of its obligations under the Merger Agreement so as to result in the failure of Welbilt’s conditions to the Merger;

• the Middleby Board makes a Middleby Adverse Recommendation Change, Middleby fails to include in this joint proxy statement/prospectus the Middleby Recommendation or Middleby materially violates or breaches any of its obligations under the non-solicitation provisions of the Merger Agreement; or

• prior to obtaining the approval of the Merger Proposal by the Welbilt stockholders, the Welbilt Board authorizes Welbilt to enter into a definitive agreement with respect to a Welbilt Superior Proposal and

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Welbilt enters into such definitive agreement concurrently with its termination of the Merger Agreement, but only if:

• Welbilt is permitted to terminate the Merger Agreement to accept a Welbilt Superior Proposal pursuant to, and subject to its compliance with the applicable terms and conditions of, the Merger Agreement; and

• as a condition to the effectiveness of such termination, Welbilt pays to Middleby the Welbilt Termination Fee prior to or simultaneously with such termination.

Payment of Expenses (See page 148)

Welbilt will be required to pay to Middleby all reasonable and documented out-of-pocket costs and expenses, including all fees and expenses incurred in connection with the financing of the transactions contemplated by the Merger Agreement and the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by Middleby and Merger Sub in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement in an amount not to exceed $20,000,000 (the “Middleby Expenses”) if the Merger Agreement is terminated by either Middleby or Welbilt because the Welbilt stockholders fail to approve the Merger Proposal; provided that any payment of the Middleby Expenses will not affect Middleby’s right to receive any Welbilt Termination Fee otherwise due under the Merger Agreement, but shall reduce, on a dollar for dollar basis, any Welbilt Termination Fee that becomes due and payable under the Merger Agreement. Any Middleby Expenses required to be paid by Welbilt in accordance with the Merger Agreement must be made by wire transfer of immediately available funds promptly, but in no event later than three (3) business days after Middleby’s receipt of documentation supporting such Middleby Expenses.

Middleby will be required to pay to Welbilt all of the reasonable and documented out-of-pocket costs and expenses, including the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by Welbilt in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement in an amount not to exceed $20,000,000 (the “Welbilt Expenses”), plus any amounts payable to Welbilt in connection with Middleby’s financing activities; provided that any payment of the Welbilt Expenses will not affect Welbilt’s right to receive any Middleby Termination Fee otherwise due under the Merger Agreement, but will reduce, on a dollar for dollar basis, any Middleby Termination Fee that becomes due and payable under the Merger Agreement. Any Welbilt Expenses required to be paid by Middleby under the Merger Agreement must be made by wire transfer of immediately available funds promptly, but in no event later than three (3) business days after Middleby’s receipt of documentation supporting such Welbilt Expenses.

Termination Fee (See page 148)

Welbilt will be required to pay to Middleby the Welbilt Termination Fee if:

• Middleby terminates the Merger Agreement because Welbilt breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, and which breach or failure to perform:

• would result in the failure of some of Welbilt’s conditions set forth in the Merger Agreement; and

• is not capable of being cured by Welbilt by the Termination Date or, if capable of being cured, is not cured by Welbilt on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Middleby’s delivery of written notice to Welbilt of such breach or failure to perform;

• Either Middleby or Welbilt terminates the Merger Agreement because:

• the Merger is not consummated on or before the Termination Date; or

• the Welbilt stockholders fail to approve the Merger Proposal;

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In the case of the previous bullets:

• prior to such termination (or prior to the Welbilt Special Meeting in the case of termination because the Welbilt stockholders fail to approve the Merger Proposal), a Welbilt Acquisition Proposal has been made after the date of the Merger Agreement and was publicly disclosed and not publicly withdrawn prior to such date; and

• within twelve (12) months after such termination, a Welbilt Acquisition Proposal is consummated or Welbilt enters into a definitive agreement with respect to a Welbilt Acquisition Proposal (provided, however, that for purposes of such termination, the references to “twenty percent (20%)” in the definition of Welbilt Acquisition Proposal will be deemed to be references to “fifty percent (50%)”);

Welbilt will be required to pay to Middleby the Welbilt Termination Fee if:

• Middleby terminates the Merger Agreement because the Welbilt Board made a Welbilt Adverse Recommendation Change, Welbilt failed to include in this joint proxy statement/prospectus the Welbilt Recommendation or Welbilt materially violates or breaches any of its obligations under the non-solicitation provisions of the Merger Agreement;

• Middleby terminates the Merger Agreement for any other reason permitted by the Merger Agreement and was otherwise entitled to terminate the Merger Agreement because of the previous bullet; or

• Welbilt terminates the Merger Agreement because prior to obtaining the Welbilt stockholders approval of the Merger Proposal, the Welbilt Board authorizes Welbilt to enter into a definitive agreement with respect to a Welbilt Superior Proposal and Welbilt enters into such definitive agreement concurrently with its termination of the Merger Agreement.

Middleby will be required to pay to Welbilt the Middleby Termination Fee if:

• Welbilt terminates the Merger Agreement because Middleby breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, and which breach or failure to perform:

• would result in the failure of some of Middleby’s conditions set forth in the Merger Agreement; and

• is not capable of being cured by Middleby by the Termination Date or, if capable of being cured, is not cured by Middleby on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following Welbilt’s delivery of written notice to Middleby of such breach or failure to perform;

• Either Middleby or Welbilt terminates the Merger Agreement because:

• the Merger is not consummated on or before the Termination Date; or

• the Middleby stockholders fail to approve the Stock Issuance Proposal;

In the case of the previous bullets:

• prior to such termination (or prior to the Middleby Special Meeting in the case of termination because the Middleby stockholders fail to approve the Merger Proposal), a Middleby Acquisition Proposal has been made after the date of the Merger Agreement and was publicly disclosed and not publicly withdrawn prior to such date; and

• within twelve (12) months after such termination, a Middleby Acquisition Proposal is consummated or Middleby enters into a definitive agreement with respect to a Middleby Acquisition Proposal (provided, however, that for purposes of such termination, the references to “twenty percent (20%)” in the definition of Middleby Acquisition Proposal will be deemed to be references to “fifty percent (50%)”);

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Middleby will be required to pay to Welbilt the Middleby Termination Fee if:

• Welbilt terminates the Merger Agreement because the Middleby Board made a Middleby Adverse Recommendation Change, Middleby failed to include in this joint proxy statement/prospectus the Middleby Recommendation or Middleby materially violates or breaches any of its obligations under the non-solicitation provisions of the Merger Agreement;

• Welbilt terminates the Merger Agreement for any other reason permitted by the Merger Agreement and was otherwise entitled to terminate the Merger Agreement because of the previous bullet; or

• Middleby terminates the Merger Agreement because prior to obtaining the Middleby stockholders approval of the Stock Issuance Proposal, the Middleby Board authorizes Middleby to enter into a definitive agreement with respect to a Middleby Superior Proposal and Middleby enters into such definitive agreement concurrently with its termination of the Merger Agreement.

Middleby will be required to pay Welbilt the Reverse Termination Fee if:

• Middleby or Welbilt terminates the Merger Agreement because:

• the Merger is not consummated on or before the Termination Date and at the time of such termination any of the conditions of Middleby or Welbilt are not satisfied (solely as a result of an order in respect of an Antitrust Law issued or entered after the date of the Merger Agreement) but all other conditions to the Closing set forth in the Merger Agreement are waived or fulfilled or would be fulfilled if the Closing were to occur on such date; or

• (A) prior to the Effective Time, any governmental authority of competent jurisdiction issues or enters any order after the date of the Merger Agreement or any law is enacted or promulgated after the date of the Merger Agreement that has the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the other transactions contemplated by the Merger Agreement, and in the case of such an order, must be final and non-appealable or (B) any consent from a governmental authority required to be obtained pursuant to the Merger Agreement becomes incapable of being obtained prior to the Termination Date; provided, however, Middleby must pay the Reverse Termination Fee if such termination under this bullet is solely as a result of:

• a final and non-appealable order in respect of an Antitrust Law issued or entered after the date of the Merger Agreement; or

• a failure to obtain a consent of a governmental authority under an Antitrust Law required to be obtained pursuant to the Merger Agreement;

Notwithstanding anything to the foregoing, Middleby is not required to pay the Reverse Termination Fee pursuant to the foregoing if a breach by Welbilt of any of its obligations under the Merger Agreement is the principal cause of the circumstances that would have otherwise required the payment of the Reverse Termination Fee pursuant to the foregoing.

Material U.S. Federal Income Tax Consequences of the Merger (See page 190)

For U.S. federal income tax purposes, it is intended that:

• the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

• with respect to the Merger, the Merger Agreement constitutes a “plan of reorganization” within the meaning of regulations promulgated by the IRS under the Code, specifically §§ 1.368-2(g) and 1.368-3(a); and

• with respect to the Merger, Middleby, Acquiror, Merger Sub, and Welbilt are each a “party to a reorganization” within the meaning of Section 368(b) of the Code.

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Each of Middleby and Welbilt will be required to (i) use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) not take (and use reasonable best efforts to prevent any affiliate of such party from taking) any actions that would reasonably be expected to prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code.

Middleby and Welbilt have not sought and will not seek any ruling from 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.”

The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws, or federal tax laws other than U.S. federal income tax laws.

THE TAX CONSEQUENCES OF THE MERGER TO ANY PARTICULAR WELBILT STOCKHOLDER WILL DEPEND ON THAT STOCKHOLDER’S PARTICULAR CIRCUMSTANCES. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

Fractional Shares (See page 112)

No fractional shares of Middleby Common Stock will be issued upon the conversion of Welbilt Common Stock pursuant to the Merger Agreement, and such fractional share interests will not entitle the owner thereof to any Middleby Common Stock or to vote or to any other rights of a holder of Middleby Common Stock.

All fractional shares that a single record holder of Welbilt Common Stock would be otherwise entitled to receive will be aggregated and calculations will be rounded to three (3) decimal places.

In lieu of any such fractional shares, each holder of Welbilt Common Stock otherwise entitled to a fractional share of Middleby Common Stock will be entitled to receive an amount in cash, without interest, rounded down to the nearest cent, equal to the product of:

• the amount of the fractional share interest in a share of Middleby Common Stock to which such holder would be entitled under the Merger Agreement; and

• the price of Middleby Common Stock.

As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Welbilt Common Stock in lieu of any fractional share interests in Middleby Common Stock, the Exchange Agent will pay the applicable amount, without interest, to each of the holders of Welbilt Common Stock entitled to receive such cash.

The payment of cash in lieu of fractional share interests pursuant to the Merger Agreement is not a separately bargained-for consideration thereunder.

Comparison of Stockholders’ Rights (See page 196)

Upon the completion of the Merger, Welbilt stockholders receiving shares of Middleby Common Stock will become stockholders of Middleby, and their rights will be governed by Delaware law and the governing corporate documents of Middleby in effect at the Effective Time.

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Welbilt stockholders will have different rights once they become stockholders of Middleby due to differences between the governing corporate documents of Welbilt and Middleby, as further described in “Comparison of Stockholders’ Rights.”

Listing of Middleby Common Stock; Delisting and Deregistration of Welbilt Common Stock (See page 140)

Before completion of the Merger, Middleby has agreed to use its reasonable best efforts to cause the shares of Middleby Common Stock to be issued in the Merger and reserved for issuance under any equity awards to be approved for listing on NASDAQ.

In addition, the new shares of Middleby Common Stock to be issued to former Welbilt stockholders must be approved for listing on NASDAQ, subject to official notice of issuance.

If the Merger is completed, the Welbilt Common Stock will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Accounting Treatment of the Merger (See page 109)

The Merger will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 — Business Combinations, which we refer to as “ASC 805.” Middleby’s management has evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Middleby will be the acquirer for financial accounting purposes. Accordingly, Middleby’s cost to acquire Welbilt has been allocated to Welbilt’s acquired assets, liabilities and commitments based upon their estimated fair values. The allocation of the purchase price is estimated and is dependent upon estimates of certain valuations that are subject to change. In addition, the final purchase price of Middleby’s acquisition of Welbilt will not be known until the date of the completion of the Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

Regulatory Matters (See page 109)

The completion of the Merger is subject to:

• 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 HSR Act relating to the consummation of the Merger having expired or early termination thereof being granted;

• each consent from a governmental authority required to be obtained with respect to the Merger under any Antitrust Law set forth in the disclosure letters to the Merger Agreement must be obtained and must remain in full force and effect, in each case, without the imposition, individually or in the aggregate, of an Unacceptable Condition; and

• 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 in effect and has the effect of a Restraint.

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No Appraisal Rights (See page 110)

Under the DGCL, neither Middleby stockholders nor Welbilt stockholders are entitled to appraisal rights or dissenters’ rights in connection with the Merger or the issuance of shares of Middleby Common Stock in the Merger.

Risk Factors (See page 37)

In evaluating the Merger Agreement and the Merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in “Risk Factors.”

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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.

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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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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following table shows selected unaudited pro forma condensed combined financial information about the consolidated financial condition and results of operations of Middleby after giving effect to the Merger as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The selected unaudited pro forma condensed combined balance sheet data as of April 3, 2021 gives effect to the Merger as if it occurred on April 3, 2021. The selected unaudited pro forma condensed combined statements of operations data for the three months ended April 3, 2021 and for the year ended January 2, 2021 give effect to the Merger as if it occurred on January 1, 2020.

The selected pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information appearing elsewhere in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information contains estimated adjustments, based upon available information and certain assumptions that management believes are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in the section entitled “Notes to Unaudited Pro Forma Combined Consolidated Financial Statements.”

In addition, the pro forma financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of Middleby and Welbilt for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference.

Middleby’s historical condensed combined financial information has been adjusted in the selected unaudited pro forma condensed combined financial information to give pro forma effect to events that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the selected unaudited pro forma condensed combined statement of operations data, expected to have a continuing impact on results.

The selected unaudited pro forma combined consolidated financial information is preliminary, based on initial estimates, and is subject to change as more information becomes known regarding the consideration payable and actual costs incurred in relation to the Merger, which could be materially different than the initial estimates. The selected unaudited pro forma condensed combined financial information is presented in thousands, except share and per share amounts.

(amounts in millions, except per share data)
Unaudited Pro Forma Condensed Combined Statements of Operations Data	Period Ended April 3, 2021		–	Year ended January 2, 2021
Net earnings (loss) per share, basic	$	1.29		$	0.61
Net earnings (loss) per share, diluted	$	1.28		$	0.61
Weighted-average shares used in computing net loss per share, basic and diluted		73,634			72,804

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(amounts in millions)
Unaudited Pro Forma Condensed Combined Balance Sheet Data	Period Ended April 3, 2021
Cash and cash equivalents	$	352.8
Restricted cash	$	0.5
Accounts receivables, net of reserve of doubtful accounts	$	602.4
Inventories, net	$	817.5
Prepaid expenses and other	$	96.7
Prepaid taxes	$	31.9
Total current assets	$	1,901.8
Property, plant and equipment, net of accumulated depreciation	$	506.7
Goodwill	$	4,011.1
Other intangibles, net of amortization	$	4,199.3
Long-term deferred tax assets	$	89.2
Other assets	$	186.8
Total assets	$	10,849.9
Total current liabilities	$	983.0
Long-term debt	$	3,272.0
Long-term deferred tax liability	$	810.7
Accrued pension benefits	$	488.2
Other non-current liabilities	$	263.9
Total stockholders’ equity	$	5,077.1
Total liabilities and stockholders’ equity	$	10,894.9

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The following table sets forth the closing sale prices per share of Middleby Common Stock and Welbilt Common Stock on NASDAQ the NYSE, respectively, on April 20, 2021, the last trading day prior to the public announcement of the Merger, and on [            ], 2021, the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. Middleby Common Stock is traded on NASDAQ under the symbol “MIDD” and Welbilt Common Stock is traded on the NYSE under the symbol “WBT.” The high and low trading prices for the Middleby Common Stock on April 20, 2021, the last trading day immediately before the public announcement of the Merger, were $171.21 and $ 164.83, respectively. The high and low trading prices for the Welbilt Common Stock on April 20, 2021, the last trading day immediately before the public announcement of the Merger, were $15.83 and $15.17, respectively. The table also shows the estimated implied value of the Merger Consideration (as defined below) proposed for each share of Welbilt Common Stock as of the same two dates. The implied value for share consideration was calculated by multiplying the closing sale price of a share of Middleby Common Stock on the relevant date by the exchange ratio of 0.1240 shares of Middleby Common Stock for each share of Welbilt Common Stock.

	Middleby Common Stock			Welbilt Common Stock			Implied Per Share Value of Share Consideration
April 20, 2021	$	166.83		$	15.63		$	20.69
[            ], 2021	$	[	]	$	[	]	$	[	]

The market prices of Middleby Common Stock and Welbilt Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate prior to the completion of the Merger. No assurance can be given concerning the market prices of Middleby Common Stock or Welbilt Common Stock before completion of the Merger or of Middleby Common Stock after completion of the Merger. Because the Exchange Ratio, which determines the Merger Consideration, is fixed and will not be adjusted for changes in the market prices of either Middleby Common Stock or Welbilt Common Stock, the market price of Middleby Common Stock (and, therefore, the value of the Merger Consideration) when received by Welbilt stockholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this joint proxy statement/prospectus. We urge you to obtain current market quotations for Middleby Common Stock and Welbilt Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus. Please see “Risk Factors—Risks Relating to the Merger— Because the number of Middleby shares that Welbilt stockholders will be entitled to receive as a result of the Merger will be based on a fixed exchange ratio, and the value of the Middleby shares has fluctuated and will continue to fluctuate, Welbilt stockholders cannot be sure of the value of the merger consideration they will receive.”

In addition, because the Exchange Ratio is fixed, the number of shares of Middleby Common Stock to be received by Welbilt stockholders in the Merger will not change between now and the time the Merger is completed to reflect changes in the trading prices of Middleby Common Stock or Welbilt Common Stock.

For more information on the market for Middleby’s or Welbilt’s common equity, related stockholder matters and issuer purchases of equity securities, see Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of Middleby’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or Welbilt’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which are each incorporated by reference into this joint proxy statement/prospectus.

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Dividend Information

Middleby does not currently pay cash dividends on the Middleby Common Stock. Any future payment of cash dividends on the Middleby Common Stock will be at the discretion of the Middleby Board and will depend upon Middleby’s results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by the Middleby Board. The Middleby Board currently intends to retain any future earnings to support its operations and to finance the growth and development of Middleby’s business and does not intend to declare or pay cash dividends on Middleby Common Stock for the foreseeable future. In addition, Middleby’s revolving credit facility limits its ability to declare or pay dividends on the Middleby Common Stock.

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RISK FACTORS

In deciding how to vote, stockholders of Middleby and Welbilt, respectively, should carefully consider the following risk factors and all of the information contained herein or incorporated by reference herein, including, but not limited to, the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” as well as Welbilt’s and Middleby’s other filings with the SEC incorporated herein by reference. Please see the section entitled “Where You Can Find More Information.”

Risks Relating to the Merger

The Merger is subject to customary closing conditions to the obligations of both Welbilt and Middleby to complete the Merger, and if these conditions are not satisfied or waived, the Merger may not be completed on a timely basis or at all.

The completion of the Merger is subject to several customary conditions to Closing and there can be no assurance that such conditions to Closing that remain outstanding will be satisfied or waived (to the extent permitted by law). The failure to timely satisfy the required conditions could delay the completion of the Merger for a significant period of time or prevent the completion of the Merger from occurring at all. These conditions to Closing include, among others, (i) approval of the issuance of Middleby Common Stock in connection with the Merger by the Middleby stockholders, (ii) approval for listing of the Middleby Common Stock to be issued in connection with the Merger on NASDAQ, (iii) the effectiveness of a registration statement on Form S-4 with respect to the Middleby Common Stock to be issued in connection with the Merger, (iv) approval of the Merger Proposal by the Welbilt stockholders, (v) expiration or termination of any waiting period under the HSR Act, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (vi) there being no law or order prohibiting consummation of the Merger, (vii) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (viii) compliance by the parties in all material respects with their respective covenants, (ix) the absence of a material adverse effect with respect to each of Middleby and Welbilt, and (x) the delivery of an officer’s closing certificate by both parties.

Many of the conditions to completion of the Merger are not within either Welbilt’s or Middleby’s control, and neither Welbilt or Middleby can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to April 20, 2022 (subject to extension if certain approvals have not been obtained by such date), it is possible that the Merger Agreement may be terminated. Although Welbilt and Middleby have agreed in the Merger Agreement to use reasonable best efforts to, subject to certain limitations, complete the Merger as promptly as practicable, these and other conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than Welbilt and Middleby expect. Neither Welbilt nor Middleby can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the cost savings and other benefits that Welbilt and Middleby expect to achieve if the Merger and the integration of the companies’ respective businesses are not completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained or obtained prior to the termination date. The governmental agencies from which the parties have sought or are seeking certain approvals in connection with the Merger have broad discretion in administering applicable governing regulations, and may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the combined company’s business after the Closing. Such requirements, limitations, costs, divestitures or restrictions could delay or prevent the consummation of the Merger or have a material adverse effect on the combined company’s business and results of operations.

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Failure to consummate the Merger could negatively impact the share price and the future business and financial results of each of Middleby and Welbilt.

If the Merger is not consummated, the ongoing businesses of Middleby and Welbilt may be adversely affected and, without realizing any of the potential benefits of having consummated the Merger, each of Middleby and Welbilt may experience certain negative effects, including the following:

• Middleby and Welbilt may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

• Middleby and Welbilt may experience negative reactions from their respective customers, distributors, suppliers, vendors, business partners and employees;

• Middleby and Welbilt will be required to pay certain costs and expenses relating to the Merger whether or not the Merger is consummated, such as legal, accounting, financial advisor and printing fees;

• Matters relating to the Merger (including integration planning during the pendency of the Merger) may require substantial management time and resources, which could otherwise have been devoted to other beneficial opportunities;

• Middleby or Welbilt could become subject to litigation related to any failure to consummate the Merger or related to any enforcement proceeding commenced against Middleby or Welbilt to perform their respective obligations under the Merger Agreement; and

• If the Merger Agreement is terminated in certain circumstances, Welbilt may be required to pay Middleby the Welbilt Termination Fee or Middleby may be required to pay Welbilt the Middleby Termination Fee or Reverse Termination Fee.

If the Merger is not consummated, these risks may materialize and may materially and adversely affect Middleby’s and Welbilt’s respective businesses, operations, financial results and share prices.

The Merger Agreement subjects each of Middleby and Welbilt to restrictions on its business activities prior to the Effective Time.

The Merger Agreement subjects Middleby and Welbilt to restrictions on their respective business activities prior to the Effective Time. The Merger Agreement obligates each of Middleby and Welbilt to generally conduct their respective businesses in the ordinary course until the Effective Time and to use their respective reasonable best efforts to (i) preserve their respective assets and business organization, (ii) maintain their respective existing relationships and goodwill with material customers, suppliers, distributors, governmental authorities and business partners, and (iii) to keep available the services of their respective officers and key employees. These restrictions could prevent Middleby or Welbilt from pursuing certain business opportunities that arise prior to the Effective Time.

Neither the Middleby stockholders nor the Welbilt stockholders will be entitled to appraisal rights in the Merger.

Under Delaware law, holders of the Middleby Common Stock and Welbilt Common Stock do not have appraisal rights in connection with the Merger.

The Merger Agreement contains provisions that limit Middleby’s and Welbilt’s ability to pursue alternatives to the Merger, may discourage certain other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Middleby or Welbilt to pay the other party a termination fee.

Under the Merger Agreement, each of Middleby and Welbilt is subject to certain restrictions on its ability to solicit alternative business combination proposals from third parties, engage in discussion or negotiations with

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respect to such proposals or provide information in connection with such proposals, subject to certain customary exceptions. Middleby and Welbilt may terminate the Merger Agreement and enter into an agreement providing for a superior proposal only if specified conditions have been satisfied, and such a termination would result in Middleby being required to pay Welbilt the Middleby Termination Fee or Welbilt being required to pay Middleby the Welbilt Termination Fee. If the Merger Agreement is terminated and Middleby or Welbilt determines to seek another business combination, such party may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger. While Middleby and Welbilt believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, these provisions could discourage a third party that may have an interest in acquiring all or a significant part of Middleby or Welbilt from considering or proposing such acquisition, even if such third party were prepared to pay consideration with a higher value than the merger consideration. These provisions might also result in a potential third party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

In specified circumstances, Middleby or Welbilt could terminate the Merger Agreement to accept an alternative proposal.

Each of Middleby and Welbilt may in certain circumstances terminate the Merger Agreement to enter into an agreement providing for a superior proposal prior to obtaining approval of the Stock Issuance Proposal from the Middleby stockholders or approval of the Merger Proposal by the Welbilt stockholders, respectively. In such event, Middleby would be obligated to pay Welbilt the Middleby Termination Fee or Welbilt would be obligated to pay Middleby the Welbilt Termination Fee, as applicable, but such party would have no further material obligation or liabilities to the other relating to or arising out of the Merger Agreement or the Merger. Such termination would deny the other party and its stockholders any benefits from the Merger and could materially and negatively impact the other party’s share price.

Because the number of Middleby shares that Welbilt stockholders will be entitled to receive as a result of the Merger will be based on a fixed exchange ratio, and the value of the Middleby shares has fluctuated and will continue to fluctuate, Welbilt stockholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the Merger, Welbilt stockholders will be entitled to receive 0.1240 shares of Middleby Common Stock in exchange for each outstanding and issued share of Welbilt Common Stock. Because this exchange ratio is fixed and will only be adjusted in certain limited circumstances (including reclassifications, stock splits or combinations, exchanges or readjustments of shares, or stock dividends, recapitalization or similar transactions involving Welbilt or Middleby), any changes in the market value of shares of Middleby Common Stock or Welbilt Common Stock may affect the value that Welbilt stockholders will be entitled to receive upon completion of the Merger. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of Middleby or Welbilt, market assessments of the likelihood that the Merger will be completed, the timing of the Merger, regulatory considerations, general market and economic conditions and other factors.

While the Merger is pending, Middleby and Welbilt will be subject to business uncertainties which could adversely affect their respective businesses, results of operations, financial conditions and cash flows.

Uncertainty about the effect of the Merger on Middleby’s and Welbilt’s employees, customers, distributors, suppliers, vendors and other business partners may have an adverse effect on Middleby and Welbilt. These uncertainties may impair each company’s ability to attract, retain and motivate key personnel until the Merger is consummated and for a period thereafter. If, despite their retention efforts, key employees of Middleby and Welbilt depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s (or, if the Merger is not consummated, Welbilt’s or Middleby’s) business could be harmed and its ability to realize the anticipated benefits of the Merger could be adversely affected.

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Parties with which Middleby and Welbilt do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with Middleby and Welbilt. Middleby’s and Welbilt’s respective business relationships may be subject to disruption as customers and suppliers may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Welbilt. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of Middleby and Welbilt, including an adverse effect on the anticipated benefits of the Merger. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which Welbilt is a party.

Certain contracts entered into by Welbilt contain change in control, anti-assignment, or certain other provisions that may be triggered as a result of the Merger. If the counterparties to such agreements do not consent to the Merger or waive such provisions, the counterparties may have the ability to exercise certain rights (including termination rights), resulting in the combined company incurring liabilities as a consequence of breaching such agreements, or causing the combined company to lose the benefit of such agreements or incur costs in seeking replacement agreements. Even if Welbilt and Middleby are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Welbilt.

If completed, the Merger may not achieve its intended results.

Welbilt and Middleby entered into the Merger Agreement with the expectation that the Merger will result in various benefits. Achieving the anticipated benefits of the Merger is subject to several uncertainties, including whether the businesses of Middleby and Welbilt can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and cash flows.

Welbilt and Middleby may be unable to successfully integrate their respective operations. Failure to successfully integrate the businesses of Welbilt and Middleby in the expected timeframe may adversely affect the future results of the combined company, and, consequently, the value of the Middleby shares that Welbilt stockholders will receive as the merger consideration.

It is possible that the integration process could take longer than anticipated, could give rise to unanticipated costs and could result in the loss of valuable employees, the disruption of each of Welbilt’s and Middleby’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the Merger. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the completion of the Merger. Welbilt and Middleby may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to several uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

After the Merger, Welbilt stockholders will have a significantly lower ownership and voting interest in the combined company than they currently have in Welbilt and will exercise less influence over management, and Middleby stockholders will also have reduced ownership in the combined company.

Based on the number of shares of Welbilt Common Stock outstanding as of [     ], 2021, former Welbilt stockholders are expected to own Middleby shares representing approximately 24% of the combined company

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and Middleby stockholders are expected to own Middleby shares representing approximately 76% of the combined company. Following the completion of the Merger, the Middleby shares that each former Welbilt stockholder will receive as merger consideration will represent a percentage ownership of the combined company that is smaller than such stockholder’s percentage ownership of Welbilt before the completion of the Merger. Further, following the completion of the Merger, Middleby shares that each Middleby stockholder will continue to hold will represent a percentage ownership of the combined company that is smaller than such stockholder’s percentage ownership of Middleby before the completion of the Merger. As a result of this reduced ownership percentage, former Welbilt stockholders and Middleby stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of Welbilt and Middleby, respectively.

The shares of Middleby Common Stock to be received by Welbilt stockholders upon the completion of the Merger will have different rights from shares of Welbilt Common Stock.

Upon the completion of the Merger, Welbilt stockholders will no longer be stockholders of Welbilt. Instead, former Welbilt stockholders will become Middleby stockholders and while their rights as Middleby stockholders will continue to be governed by the laws of the State of Delaware, their rights will be subject to and governed by the terms of the Middleby Charter and the Middleby Bylaws. The terms of the Middleby Charter and the Middleby Bylaws are in some respects different than the terms of the Amended and Restated Certificate of Incorporation of Welbilt (the “Welbilt Charter”) and the Welbilt Bylaws, which currently govern the rights of Welbilt stockholders.

Welbilt and Middleby may be targets of legal proceedings that could result in substantial costs and may delay or prevent the Merger from being completed.

Although, currently, we are not aware of any legal proceedings having been brought against Welbilt or Middleby in connection with the Merger, securities class action lawsuits, derivative lawsuits and other legal proceedings are often brought against public companies that have entered into merger agreements. Even if such legal proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Welbilt’s and Middleby’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, such injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Welbilt’s business, financial position and results of operations.

Welbilt and Middleby will incur substantial transaction fees and costs in connection with the Merger.\

Welbilt and Middleby expect to incur several non-recurring transaction-related costs associated with completing the Merger, combining the operations of the two organizations and achieving desired benefits of the Merger. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, retention, severance, change in control and other integration-related costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Welbilt and Middleby. There can be no assurance that the integration process will deliver all or substantially all of the benefits of the Merger in the near term, the long term or at all. The costs described above and any unanticipated costs and expenses, many of which will be borne by Middleby or Welbilt even if the Merger is not completed, could have an adverse effect on Middleby’s or Welbilt’s financial condition and operating results.

The market price of the Middleby Common Stock after the Merger may be affected by factors different from those currently affecting the market price of Welbilt Common Stock.

Upon completion of the Merger, Welbilt stockholders will no longer be stockholders of Welbilt but will instead become holders of Middleby Common Stock. The businesses of Middleby differ from those of Welbilt in

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important respects, and, accordingly, the results of operations of Middleby after the Merger, as well as the market price of the Middleby Common Stock, may be affected by factors different from those currently affecting the results of operations of Welbilt. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Middleby Common Stock, regardless of Middleby’s actual operating performance.

Directors and executive officers of Welbilt have interests in the Merger that may be different from, or in addition to, the interests of the Welbilt stockholders generally.

Welbilt’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Welbilt stockholders generally. The interests of Welbilt’s directors and executive officers include, among others, severance rights, vesting protections for equity awards in the event of termination of employment in connection with a change in control, rights to continuing indemnification and directors’ and officers’ liability insurance and that Welbilt directors William C. Johnson and Cynthia M. Egnotovich will join the board of directors of the combined company following the Closing. Welbilt’s Board was aware of and carefully considered the interests of Welbilt’s respective directors and officers, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the Merger, in approving the Merger Agreement, the Merger and the other transactions contemplated thereby, and the recommendation of the Welbilt Board that the Welbilt stockholders adopt the Merger Agreement. See “The Merger—Interests of Welbilt’s Directors and Executive Officers in the Merger” for a more detailed description of these interests. The Welbilt Board was aware of and carefully considered the interests of its directors and officers, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the Merger, in approving the Merger Agreement, the Merger and the transactions contemplated thereby and recommending 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.

Risks Relating to Middleby and Welbilt

A pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may materially and adversely affect the businesses, results of operations and financial results of Middleby, Welbilt and/or the combined company.

The outbreak of COVID-19 in December 2019 has spread throughout the world. The spread of COVID-19 has affected the global economy and may adversely affect the operations and financial results of Middleby, Welbilt and/or the combined company (including their respective ability to manage liquidity) by, among other things, causing a period of business disruptions or shutdowns. Neither Middleby nor Welbilt can currently predict the scope and severity of any potential business disruptions or shutdowns, but if Middleby, Welbilt, the combined company and/or any of the third parties with whom Middleby, Welbilt or the combined company engages were to experience business disruptions or shutdowns, the ability of Middleby, Welbilt and/or the combined company to conduct business in the manner and on the timelines presently planned could be materially and negatively impacted, which could have a material adverse effect on the integration of the businesses and the results of operations and financial condition of Middleby, Welbilt and/or the combined company.

The combined company may not be able to retain customers or suppliers or customers or suppliers may seek to modify contractual obligations with the combined company, which could have an adverse effect on the combined company’s business and operations.

As a result of the Merger, the combined company may experience strain in relationships with customers and suppliers that may harm the combined company’s business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the Merger whether or not contractual rights are triggered as a result of the Merger. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Merger. If any of the customers or suppliers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed.

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Middleby may be unable to successfully integrate Welbilt’s operations and may not realize the anticipated benefits of acquiring Welbilt.

Until the completion of the Merger, Middleby and Welbilt will continue to operate as separate publicly traded companies. The success of the Merger will depend, in part, on Middleby’s ability to successfully integrate Welbilt’s operations. This integration will be complex and time consuming. The failure to successfully integrate and manage the challenges presented by the integration process may result in Middleby not fully achieving the anticipated benefits of the Merger. Potential difficulties that Middleby may encounter as part of the integration process, many of which may be beyond the control of management, include the following:

• the inability of Middleby to successfully integrate Welbilt’s business in a manner that permits Middleby to achieve the full benefits anticipated to result from the Merger;

• the loss of key employees that may be difficult to replace in the very competitive refrigeration and service industry business;

• the disruption of each company’s ongoing business, which may adversely affect each company’s ability to maintain relationships with suppliers, creditors or customers;

• coordinating geographically separated organizations, systems and facilities;

• unanticipated changes in applicable laws and regulations;

• integrating the workforces of the two companies while maintaining focus on achieving the combined company’s strategic goals;

• the possibility of faulty assumptions underlying expectations about Welbilt’s prospects as part of the combined company; and

• potential unknown liabilities and unforeseen increased or new expenses, delays or regulatory conditions associated with the Merger.

Among the factors considered by the Middleby Board in connection with its approval of the Merger Agreement were the synergistic and other benefits that could result from the Merger. Middleby cannot provide assurance that such benefits will be realized within the time periods contemplated or at all.

Middleby and Welbilt will incur significant direct and indirect costs and expenses as a result of the Merger.

Middleby and Welbilt have incurred and will incur a significant amount of costs and expenses in connection with and as a result of consummating the Merger. A portion of the transaction costs related to the Merger will be incurred regardless of whether the Merger is consummated. While Middleby and Welbilt have assumed that a certain magnitude of transaction expenses will be incurred, factors beyond Middleby’s and Welbilt’s control could affect the total amount or the timing of these expenses. These expenses may exceed the costs historically borne by Middleby and Welbilt. These costs could adversely affect the financial condition and results of operations of Middleby and Welbilt.

Middleby’s actual financial positions and results of operations following the Merger may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

The pro forma financial information contained in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what Middleby’s financial position or results of operations would have been had the Merger been consummated on the date indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of Middleby and Welbilt and certain adjustments and assumptions after giving effect to the Merger. The assets and liabilities of Middleby have been measured at historical values.

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In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Middleby’s financial condition or results of operations following the consummation of the Merger. Any material variance from the pro forma financial information may cause significant variations in the market price of the Middleby Common Stock. See “Unaudited Pro Forma Combined Financial Information.”

The financial forecasts relating to Middleby and Welbilt prepared in connection with the Merger may not be realized, which may adversely affect the market price of the Middleby Common Stock following the Closing.

This joint proxy statement/prospectus includes certain financial forecasts considered by Middleby and Welbilt in connection with their respective businesses. None of the financial forecasts prepared by Middleby or Welbilt were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Middleby and Welbilt. Important factors that may affect the actual results of Middleby and Welbilt and cause the internal financial forecasts to not be achieved include risks and uncertainties relating to Middleby’s and Welbilt’s businesses, industry performance, the regulatory environment, general business and economic conditions and other factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this joint proxy statement/prospectus.

In addition, the financial forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for Middleby’s and Welbilt’s businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. In addition, since such financial forecasts cover multiple years, the information by its nature becomes less predictive with each successive year. There can be no assurance that Middleby’s, Welbilt’s or the combined company’s financial condition or results of operations will be consistent with those set forth in such forecasts.

The trading price and volume of the Middleby Common Stock may be volatile following the Merger.

The trading price and volume of the Middleby Common Stock may be volatile following completion of the Merger. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Middleby Common Stock. As a result, you may suffer a loss on your investment.

The market for Middleby Common Stock will depend on a number of conditions, most of which the combined company cannot control, including:

• general economic conditions within the U.S. and internationally, including changes in interest rates;

• general market conditions, including fluctuations in commodity prices;

• domestic and international economic, legal and regulatory factors unrelated to the combined company’s performance;

• volatility in the financial or securities markets or other global economic factors;

• actual or anticipated fluctuations in the combined company’s quarterly and annual results and those of its competitors;

• quarterly variations in the rate of growth of the combined company’s financial indicators, such as revenue, EBITDA, net income and net income per share;

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• the businesses, operations, results and prospects of the combined company;

• the operating and financial performance of the combined company;

• future mergers, acquisitions, dispositions and strategic alliances;

• market conditions in the industries in which Middleby and Welbilt operate;

• changes in government regulation, taxes, legal proceedings or other developments;

• shortfalls in the combined company’s operating results from levels forecasted by equity research analysts;

• changes in revenue or earnings estimates, or changes in recommendations by equity research analysts;

• failure of the combined company to achieve the perceived benefits of the Merger, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

• speculation in the industry, press or investment community;

• the failure of equity research analysts to cover the combined company’s common stock;

• sales of Middleby Common Stock by the combined company, large stockholders or management, or the perception that such sales may occur;

• changes in accounting principles, policies, guidance, interpretations or standards;

• announcements concerning the combined company or its competitors;

• public reaction to the combined company’s press releases, other public announcements and filings with the SEC;

• strategic actions taken by competitors;

• actions taken by the combined company stockholders;

• additions or departures of key management personnel;

• access to the bank and capital markets on acceptable terms;

• maintenance of acceptable credit ratings or credit quality; and

• the risk factors described in this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus.

These and other factors may impair the market for the Middleby Common Stock and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the Middleby Common Stock to fluctuate substantially, which may negatively affect the price and liquidity of the Middleby Common Stock. Many of these factors and conditions are beyond the control of the combined company or the stockholders of the combined company.

Future sales or issuances of Middleby Common Stock could have a negative impact on the Middleby Common Stock price.

The Middleby Common Stock that Middleby will issue to Welbilt stockholders if the Merger is consummated generally may be sold immediately in the public market. It is possible that some Welbilt stockholders will decide to sell some or all of the shares of Middleby Common Stock that they receive in the Merger. Any disposition by a significant stockholder of Middleby Common Stock, or the perception in the market that such dispositions could occur, may cause the price of Middleby Common Stock to fall. Any such decline could impair the combined company’s ability to raise capital through future sales of Middleby Common Stock. Further, Middleby Common Stock may not qualify for investment indices and any such failure may discourage new investors from investing in Middleby Common Stock.

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Combined company stockholders may experience dilution in the future.

The percentage ownership of combined company stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that the combined company may grant to its directors, officers and employees. Such issuances may have a dilutive effect on the combined company’s earnings per share, which could adversely affect the market price of the Middleby Common Stock.

Certain employees of Welbilt will have rights to purchase or receive shares of Middleby Common Stock after the Merger as a result of the conversion of their Welbilt equity awards into Middleby equity awards. The conversion of these Welbilt equity awards into Middleby equity awards is described in further detail in the section entitled “The Merger Agreement—Treatment of Welbilt Equity Awards.” The issuance of shares of Middleby Common Stock pursuant to these awards will dilute the percentage ownership of combined company stockholders. It is also expected that, from time to time after the Closing, the Compensation Committee of the Middleby Board will grant additional equity awards to employees and directors of the combined company under the combined company’s compensation and employee benefit plans. These additional equity awards will have a dilutive effect on the combined company’s earnings per share, which could adversely affect the market price of the Middleby Common Stock.

In addition, the combined company’s certificate of incorporation will authorize the combined company to issue, without the approval of stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other special rights, including preferences over Middleby Common Stock with respect to dividends and distributions, as the Middleby Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of the Middleby Common Stock. For example, the repurchase or redemption rights or liquidation preferences that could be assigned to holders of preferred stock could affect the residual value of the Middleby Common Stock. For more information, see “Description of Middleby Capital Stock.”

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

The combined company will account for the Merger as an acquisition of a business in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Welbilt and its subsidiaries will be recorded, as of completion, at their respective fair values and added to Middleby’s. The combined company’s reported financial condition and results of operations for periods after completion of the Merger will reflect Welbilt’s balances and results after completion of the Merger but will not be restated retroactively to reflect the historical financial position or results of operations of Welbilt and its subsidiaries for periods prior to the Merger.

Under the acquisition method of accounting, the total purchase price is allocated to Welbilt’s identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of completion of the Merger, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined company may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Risks Relating to Welbilt’s Business

You should read and consider risk factors specific to Welbilt’s business that will also affect the combined company after the Merger. These risks are described in the sections entitled “Risk Factors” in Welbilt’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You

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Can Find More Information” beginning on page 217 of this document for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Middleby’s Business

You should read and consider risk factors specific to Middleby’s business that will also affect the combined company after the Merger. These risks are described in the sections entitled “Risk Factors” in Middleby’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 217 of this document for the location of information incorporated by reference into this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this joint proxy statement/prospectus and the documents incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “predict,” “budget,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “continue,” “project,” “projection,” “goal,” “model,” “target,” “potential,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “are likely” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature and convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on Middleby’s and Welbilt’s respective current expectations and beliefs concerning future developments and their potential effect on their respective businesses.

The forward-looking statements contained in this document speak only as of the date of this joint proxy statement/prospectus and are largely based on Middleby’s and Welbilt’s respective expectations for the future, which reflect certain estimates and assumptions made by their respective managements. These estimates and assumptions reflect Middleby’s and Welbilt’s best judgment based on currently known market conditions, operating trends and other factors. Although Middleby and Welbilt believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond Middleby’s and Welbilt’s control. As such, managements’ assumptions about future events may prove to be inaccurate. For a more detailed description of the risks and uncertainties involved, see “Risk Factors” in each of Middleby’s and Welbilt’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings.

These cautionary statements qualify all forward-looking statements attributable to Middleby or Welbilt, or persons acting on either’s behalf. Middleby management and Welbilt management caution you that the forward-looking statements contained in this joint proxy statement/prospectus are not guarantees of future performance, and neither Middleby nor Welbilt can assure you that such statements will be realized or that the events and circumstances they describe will occur. These risks and uncertainties also include those set forth under “Risk Factors,” beginning on page 37. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to:

• the risk that Middleby or Welbilt may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger;

• the risk that a condition to Closing may not be satisfied;

• the length of time necessary to consummate the Merger, which may be longer than anticipated for various reasons;

• the risk that the businesses will not be integrated successfully;

• the risk that the cost savings, synergies and growth from the Merger may not be fully realized or may take longer to realize than expected;

• the diversion of management time on transaction-related issues;

• the effect of future regulatory or legislative actions on the companies or the industries in which they operate;

• the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect;

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• potential liability resulting from pending or future litigation;

• changes in the general economic environment, or social or political conditions, that could affect the businesses;

• the potential impact of the announcement or consummation of the Merger on relationships with customers, providers, vendors, competitors, management and other employees;

• the ability to hire and retain key personnel;

• reliance on and integration of information technology systems;

• the risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings;

• impact of reduced demand for the companies’ products and products made from them due to governmental and societal actions taken in response to the COVID-19 pandemic;

• the uncertainties, costs and risks involved in Middleby’s and Welbilt’s operations, including as a result of employee misconduct;

• natural disasters, pandemics and epidemics;

• counterparty credit risks;

• risks relating to Middleby’s and Welbilt’s indebtedness;

• competition for assets, materials, people and capital;

• regulatory restrictions, compliance costs and other risks relating to governmental regulation, including with respect to environmental matters;

• cyberattack risks;

• the extent to which insurance covers any losses Welbilt or Middleby may experience;

• risks related to investors attempting to effect change;

• general domestic and international economic and political conditions, including the impact of COVID-19;

• the impact of a prolonged federal, state or local government shutdown and threats not to increase the federal government’s debt limit; and

• changes in tax, environmental and other laws, including court rulings, applicable to Middleby’s and Welbilt’s business.

All subsequent written and oral forward-looking statements concerning Middleby, Welbilt, the Merger, the combined company or other matters and attributable to Middleby or Welbilt or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Middleby and Welbilt assume no duty to update or revise their respective forward-looking statements based on new information, future events changes in circumstances or otherwise, except as required by law.

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THE PARTIES TO THE MERGER

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

Middleby is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) foodservice equipment used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation and dishwashers primarily used in the residential market. Middleby Common Stock is listed and traded on NASDAQ under the ticker symbol “MIDD.” Middleby, which is incorporated in Delaware, has its executive offices located at 1400 Toastmaster Drive, Elgin, Illinois, 60120, and can be reached by phone at (847) 741-3300.

For more information about Middleby, please visit Middleby’s website at www.middleby.com. The information contained on Middleby’s website or accessible through it does not constitute a part of this joint proxy statement/prospectus.

Welbilt, Inc.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

(727) 375-7010

Welbilt is one of the world’s leading commercial foodservice equipment companies currently leveraging a full suite of equipment capable of storing, cooking, holding, displaying, dispensing and serving in both hot and cold foodservice categories. Welbilt designs, manufactures and supplies best-in-class equipment for the global commercial foodservice market which is used by commercial and institutional foodservice operators including full-service restaurants, quick-service restaurant chains, hotels, resorts, cruise ships, caterers, supermarkets, convenience stores, hospitals, schools and other institutions. Welbilt sells its products in each of its geographical segments, the Americas, EMEA and APAC, through a global network of over 5,000 distributors, dealers, buying groups and manufacturers’ representatives. Welbilt Common Stock is listed and traded on the NYSE under the ticker symbol “WBT.” Welbilt has its executive offices located at 2227 Welbilt Boulevard, New Port Richey, FL 34655, and can be reached by phone at (727) 375-7010.

Middleby Marshall Inc.

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

Acquiror is the operating subsidiary of Middleby. Acquiror and its subsidiaries are responsible for the operations in connection with the design, manufacturing, marketing, distribution, and service of a broad line of (i) foodservice equipment used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation and dishwashers primarily used in the residential market.

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Mosaic Merger Sub, Inc.

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

Merger Sub is an indirect wholly owned subsidiary of Middleby. Merger Sub was formed by Middleby solely in contemplation of the Merger, has not conducted any business and has no assets, liabilities or other obligations of any nature other than as set forth in the Merger Agreement.

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THE MERGER

This section of the joint proxy statement/prospectus describes material aspects of the Merger. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the Merger. In addition, we incorporate important business and financial information about each of us into this joint proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 217.

Transaction Structure

Upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged 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.

Consideration to Welbilt Stockholders

At the Effective Time, by virtue of the Merger and without any further action on the part of Middleby, Merger Sub, Welbilt or any holder of capital stock thereof:

• each share of Welbilt Common Stock held by Welbilt as treasury stock or held, directly or indirectly, by Middleby or Merger Sub immediately prior to the Effective Time shall automatically be canceled and retired and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof (such shares, “Canceled Shares”);

• each share of Welbilt Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares) will be converted into the right to receive, in accordance with the terms of the Merger Agreement, shares of Middleby Common Stock in amount equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Middleby Common Stock payable in accordance with the Merger Agreement, such shares of Middleby Common Stock and any such cash in lieu of fractional shares, the “Merger Consideration”);

• each share of Welbilt Common Stock to be converted into the right to receive the Merger Consideration as provided in the Merger Agreement will no longer be outstanding and will be automatically canceled and will cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented such Welbilt Common Stock, will cease to have any rights with respect to such Welbilt Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with the Merger Agreement, the Merger Consideration and any dividends or other distributions payable to such holder pursuant to the Merger Agreement; and

• each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, of the combined company and constitute the only outstanding shares of capital stock of the combined company.

In addition, each outstanding Welbilt equity award in respect of Welbilt Common Stock will be treated as described in “The Merger Agreement—Treatment of Welbilt Equity Awards.”

Background of the Merger

As part of Middleby’s ongoing strategic planning process, members of the Middleby Board and members of Middleby senior management periodically review and assess Middleby’s operations, financial

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performance and competitive position, as well as industry trends and potential strategic initiatives. In addition, members of Middleby senior management meet with members of the Middleby Board in the ordinary course of business to discuss strategic alternatives in order to enhance shareholder value, including, among other things, business combinations, acquisitions, divestitures and share repurchases. In connection with these reviews and assessments, from time to time, the Middleby Board and members of Middleby senior management enlist the assistance of financial advisors and outside legal advisors. In furtherance of its strategy, over the past several years, Middleby has completed numerous acquisitions and has from time-to-time considered other potential strategic transaction partners. In particular, at various times between 2014 and 2020, Middleby conducted periodic assessments of a potential strategic transaction with Welbilt.

Welbilt’s senior management and the Welbilt Board regularly review Welbilt’s performance, strategy, competitive position, opportunities and prospects in light of current business and economic environments and developments in the kitchen equipment industry and the opportunities and challenges facing participants in the industry. These reviews have included consideration by Welbilt’s senior management and the Welbilt Board of potential strategic alternatives, including acquisitions, business combinations and other strategic transactions.

From time to time, Welbilt’s senior officers have met with other industry participants to discuss potential strategic transactions in light of dynamics in the kitchen equipment industry and the potential to create long-term value by pursuing strategic transactions.

In the spring of 2020, largely as a result of the COVID-19 pandemic and its impact on the kitchen equipment industry and broader restaurant and food services industries, the trading price of Welbilt Common Stock decreased significantly. On March 18, 2020, Welbilt’s stock price closed at $3.50, as compared to the highest trading price during the 52 weeks preceding such date of $19.79 on November 4, 2019.

On June 19, 2020, the Welbilt Board received an unsolicited written proposal from a financial sponsor, which we refer to as Party A, to acquire Welbilt in an all-cash transaction at a price of $12.00 to $13.00 per share. On that day, Welbilt’s stock price closed at $6.05.

On each of June 22, 2020 and June 26, 2020, the Welbilt Board held virtual meetings to discuss Party A’s proposal at which representatives of Welbilt’s senior management were present. Also attending the virtual meetings were representatives of Morgan Stanley, and representatives of Gibson, Dunn & Crutcher LLP, Welbilt’s outside legal counsel (“Gibson Dunn”). A representative of Gibson Dunn reviewed the directors’ fiduciary duties in the context of Party A’s outreach, and a representative of Morgan Stanley discussed a preliminary financial analysis of Party A’s proposal. The Welbilt Board discussed both valuation and timing of Party A’s proposal in light of the impact of the COVID-19 pandemic on Welbilt’s stock price and its financial and business outlook. Following discussion at the June 26, 2020 meeting, the Welbilt Board directed Morgan Stanley to relay to Party A that the Welbilt Board had received its proposal but that the Welbilt Board would not be in a position to respond until Welbilt’s strategic planning process was completed in late July. At the Welbilt Board’s direction, Morgan Stanley relayed the message to Party A.

On July 24, 2020, the Welbilt Board held a virtual regular meeting at which representatives of Welbilt’s senior management team were present. Among other things, the Welbilt Board reviewed management’s strategic plan, including the changes thereto in light of the COVID-19 pandemic, and certain sensitivities in the event the pandemic worsened or improved. Management’s plan was also provided to Morgan Stanley.

On July 31, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The Welbilt Board discussed Morgan Stanley’s preliminary valuation of Welbilt based on the latest forecasts prepared by Welbilt management and a potential response to Party A’s proposal. The Welbilt Board also considered certain information provided by Morgan Stanley regarding Morgan Stanley’s material investment banking relationships with Welbilt and Party A during the prior two-year period, and the Welbilt Board determined that Morgan Stanley did not have any

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disqualifying conflicts of interest in serving as a financial advisor to Welbilt in connection with any potential transaction with Party A. In light of significant uncertainty resulting from the pandemic, the Welbilt Board determined that Party A’s proposal was not worth pursuing and directed Morgan Stanley to inform Party A that Welbilt was not prepared to engage in discussions with Party A on the terms of the proposal received, but that as a public company, Welbilt was always open to listen to any proposal. Morgan Stanley conveyed the message to representatives of Party A and in the following days engaged in discussions with Party A related thereto.

On August 4, 2020, the Middleby Board held a virtual regular meeting at which representatives of Middleby’s senior management team and Guggenheim Securities, LLC, financial advisor to Middleby (“Guggenheim”) were present. Among other things, the Middleby Board discussed the merits of a potential acquisition of Welbilt and reviewed various transaction analyses presented by Guggenheim. At the request of the Middleby Board, Guggenheim provided additional follow-up materials to Middleby’s senior management team on August 19, 2020, including incremental illustrative transaction analyses for the pro forma combined entity in connection with a potential acquisition of Welbilt.

On August 6, 2020, the Welbilt Board received a revised proposal from Party A to acquire Welbilt at a price of $14.00 per share in cash.

On each of August 10 and 12, 2020, the Welbilt Board held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Party A’s revised proposal. Following these discussions, the Welbilt Board determined that at $15.00 per share in cash, Welbilt would be prepared to provide initial due diligence information to Party A. At the Welbilt Board’s direction, Ms. Cynthia M. Egnotovich, Chairperson of the Welbilt Board, and representatives of Morgan Stanley communicated this message to Party A.

On August 14, 2020, the Welbilt Board received a further revised proposal from Party A to acquire Welbilt at a price of $15.00 per share in cash.

On August 17, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The Welbilt Board discussed Party A’s further revised proposal, and the Welbilt Board determined to move forward with entering into a confidentiality agreement with Party A to enable Party A to conduct due diligence on Welbilt. A representative of Gibson Dunn reminded the Welbilt Board of its fiduciary duties in connection with a potential strategic transaction, and the Welbilt Board and representatives of Gibson Dunn also discussed the advisability of forming a strategic transaction committee (the “transaction committee”) to consider, review, evaluate and negotiate the potential transaction with Party A or other strategic alternatives available to Welbilt and make recommendations to the Welbilt Board with respect to any such transactions. The directors determined that having a transaction committee would facilitate the Welbilt Board’s consideration of a potential strategic transaction and alternatives thereto more efficiently, and that while a transaction committee could under certain circumstances be used to address director conflicts of interest, the Welbilt Board was not aware of any such conflicts in connection with Party A’s proposal. The representatives of Gibson Dunn indicated that they would interview each director to consider his or her independence and disinterestedness.

On August 20, 2020, Welbilt and Party A executed a confidentiality agreement, after which Party A began to conduct due diligence on Welbilt.

On August 28, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The Welbilt Board discussed the status of Party A’s ongoing due diligence and meetings between Welbilt management and representatives of Party A. On the advice of representatives of Gibson Dunn, the Welbilt Board determined that each of Ms. Egnotovich, Mr. Dino J. Bianco (a member of the Welbilt Board) and Mr. Andrew Langham (a member of the Welbilt Board) were independent and disinterested for purposes of considering a potential transaction with Party

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A and alternatives thereto. The Welbilt Board then adopted resolutions approving the formation of a transaction committee comprised of Ms. Egnotovich, Mr. Bianco and Mr. Langham.

On September 3, 2020, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The transaction committee discussed the status of the potential transaction with Party A. The transaction committee noted that the Welbilt Board had determined that commencing a broad auction process at that time would not be in the best interest of Welbilt and its stockholders as the Welbilt Board had not determined to engage in any strategic transaction or sale of control and such a process would divert management’s time and resources from focusing on Welbilt’s strategic plan and recovery from the COVID-19 pandemic, but would remain open to undertaking such a process if circumstances so warranted, including if discussions with Party A sufficiently progressed.

On September 10, 2020, Welbilt’s transaction committee held a virtual meeting at which Mr. Horn and representatives of Gibson Dunn were present to further discuss the status of Party A’s ongoing due diligence.

Also on September 10, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden, Arps, Slate, Meagher & Flom LLP, outside legal counsel to Middleby (“Skadden”), were present to review updated transaction analyses prepared by Guggenheim regarding a potential acquisition of Welbilt, including updated earnings and market dynamics. At the conclusion of the meeting, the Middleby Board authorized Mr. Timothy FitzGerald, Chief Executive Officer of Middleby, to contact Mr. William C. Johnson, President and Chief Executive Officer of Welbilt, in order to initiate a preliminary discussion regarding the potential merits of a business combination between Middleby and Welbilt.

On September 18, 2020, Mr. FitzGerald contacted Mr. Johnson by e-mail and by telephone to discuss his views on a potential business combination between Middleby and Welbilt. Mr. FitzGerald suggested that there was strategic rationale for a business combination between the companies and indicated his belief that a business combination could enhance value for both companies’ stockholders. No proposal was made by Mr. FitzGerald during this conversation.

On September 21, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The Welbilt Board discussed Mr. Johnson’s conversation with Mr. FitzGerald regarding a potential business combination between Welbilt and Middleby. Mr. Johnson stated that he would arrange a meeting with Mr. FitzGerald later that week to gather additional information with respect to Middleby’s views on any potential business combination. The Welbilt Board also discussed the status of Party A’s ongoing due diligence review of Welbilt. Upon the transaction committee’s recommendation, the Welbilt Board approved the engagement of Morgan Stanley as Welbilt’s financial advisor in connection with the potential transaction with Party A or other potential strategic transaction based on, among other things, Morgan Stanley’s industry experience and performance, as well as its long-standing relationship with, and knowledge of, Welbilt.

On September 23, 2020, Welbilt entered into an amendment to its engagement letter with Morgan Stanley to provide for the engagement of Morgan Stanley as Welbilt’s financial advisor in connection with a potential transaction.

Also on September 23, 2020, Mr. Johnson and Mr. FitzGerald held an in-person meeting to discuss a potential business combination between Welbilt and Middleby. During this discussion, Mr. FitzGerald suggested to Mr. Johnson that the potential acquisition of Welbilt would be structured as an all-stock transaction. No proposal was made during this discussion.

On September 24, 2020, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The transaction committee discussed Mr. Johnson’s conversation with Mr. FitzGerald regarding a potential business

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combination between Welbilt and Middleby. The group agreed that Mr. Johnson should relay to Mr. FitzGerald that a proposal, if any, from Middleby should be formally submitted to the Welbilt Board in advance of its next regularly-scheduled meeting in October. At the transaction committee’s direction, Mr. Johnson relayed the message to Mr. FitzGerald.

On October 1, 2020, representatives of Morgan Stanley received an unsolicited call from representatives of another financial sponsor, which we refer to as Party B, during which the representatives of Party B stated that they were aware that Welbilt was in discussions with third parties regarding a potential strategic transaction. No proposal was made by Party B. On such date, Welbilt’s stock price was trading at $6.12 per share.

Also on October 1, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to discuss the strategic merits of a potential acquisition of Welbilt, potential transaction terms, potential value creation for each party’s shareholders and various financial metrics. Mr. FitzGerald provided details regarding his recent communications with Mr. Johnson and the directors discussed the terms of a potential proposal to be formally submitted to Welbilt. The Middleby Board also determined that it would be advisable to convene recurring special meetings going forward in order for management to provide frequent updates to the directors regarding the status of the potential opportunity and management’s further discussions with Welbilt.

On October 5, 2020, Middleby provided a written proposal to the Welbilt Board for an all-stock transaction that valued Welbilt Common Stock at $8.67 to $9.29 per share (with an implied exchange ratio in the range of 0.0947 to 0.1015 shares of Middleby common stock for each share of Welbilt common stock). Following submission of this proposal, Mr. Johnson and Ms. Egnotovich called Mr. FitzGerald to discuss the proposal. During this conversation, Mr. FitzGerald expressed his views as to the strategic rationale for the proposed business combination and indicated that a combined company could achieve significant synergies and create significant value for each company’s stockholders.

Later that day, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s proposal. After discussing the proposed valuation with Morgan Stanley and management, the transaction committee agreed to present Middleby’s proposal to the Welbilt Board but that it would not recommend that Welbilt pursue a transaction at the valuation proposed. The group also discussed the outreach from Party B and the status of the proposed transaction with Party A, which was expected to provide a firm valuation following its investment committee meeting in October.

On October 9, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s proposal. After discussing Morgan Stanley’s preliminary valuation analysis and Middleby’s preliminary views of potential synergies and the strategic rationale for a business combination transaction, the Welbilt Board directed Ms. Egnotovich to communicate to Mr. FitzGerald that Welbilt would not accept Middleby’s proposal at the value proposed, but that as a public company, Welbilt was always open to listen to any proposal. Representatives of Morgan Stanley also provided a status update on the potential transaction with Party A and updated the Welbilt Board regarding the outreach from Party B. Thereafter, Ms. Egnotovich informed Mr. FitzGerald that the Welbilt Board was not prepared to accept Middleby’s proposal at the valuation proposed, but acknowledged the strategic rationale of the proposed combination and opportunities for synergies.

On October 13, 2020, Ms. Egnotovich and representatives of Morgan Stanley had a telephone call with Party A during which Party A verbally submitted a revised proposal to acquire Welbilt for a price of up to $15 per share, with a cash portion equal to $13 per share and a publicly-traded contingent value right (“CVR”) portion equal to $2 per share, subject to achievement of certain revenue thresholds, and subsequently submitted a non-binding letter to the Welbilt Board reflecting the foregoing proposal. Later that day, the transaction committee held a virtual meeting with Welbilt’s senior management and representatives of Morgan Stanley and

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Gibson Dunn to discuss the revised proposal from Party A, which the transaction committee noted was inferior to the all-cash purchase price of $15 per share that was the basis for Welbilt agreeing to provide Party A with due diligence information.

On October 14, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The Welbilt Board discussed Party A’s revised proposal, after which the directors instructed Morgan Stanley to seek clarity from Party A on certain elements of the revised proposal, particularly with respect to Party A’s proposed financing of the potential transaction.

On October 16, 2020, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present. The transaction committee determined to discuss with the Welbilt Board the transaction committee’s view that Party A’s proposal was insufficient.

On October 19, 2020, Mr. FitzGerald called Mr. Johnson to acknowledge the Welbilt Board’s response to Middleby’s proposal and indicate that Middleby did not yet have a revised proposal but wanted to keep an open dialogue with the Welbilt Board regarding a potential business combination.

On October 20, 2020, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Party A’s proposal. The Welbilt Board agreed with the transaction committee’s recommendation that Party A’s proposal was insufficient. At the Welbilt Board’s direction, on October 21, 2020, Ms. Egnotovich and representatives of Morgan Stanley relayed the message to Party A.

From the period beginning on October 22, 2020 through November 12, 2020, Ms. Egnotovich, Mr. Johnson and representatives of Morgan Stanley held several telephone calls with representatives of Party A to discuss Party A’s proposal, during which Party A verbally increased its offer incrementally. On each of October 22, 2020, October 26, 2020, November 2, 2020 and November 5, 2020, the Welbilt Board held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss each of the further revised proposals made by Party A and potential counteroffers. Further, on each of October 26, 2020 and October 27, 2020, the transaction committee held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to separately discuss the further revised proposals from Party A and potential counteroffers.

On October 23, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team were present to review updated financial analyses for the potential acquisition of Welbilt and receive an update regarding Mr. FitzGerald’s further communication with Welbilt’s senior management team since the prior meeting of the Middleby Board.

On November 2, 2020, the Middleby Board held a virtual regular meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present. Among other things, the Middleby Board reviewed updated financial analyses prepared by Guggenheim, including with respect to the parties’ relative stock price performance and changes to both earnings and market expectations since the last meeting of the Middleby Board, as well as pro forma financial information for the potential transaction. Mr. FitzGerald updated the directors on his recent discussions with Mr. Johnson, noting that both agreed the strategic rationale for the transaction was strong. The Middleby Board discussed potential strategies for revising Middleby’s proposal to Welbilt.

On November 9, 2020, Ms. Egnotovich and Morgan Stanley had a telephone call with Party A during which Party A proposed a “best and final” all-cash offer of $13.80 per share. On November 10, 2020, the transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team,

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Morgan Stanley and Gibson Dunn were present to discuss Party A’s “best and final” offer. The transaction committee also asked Morgan Stanley to update its analysis with respect to the potential business combination proposed by Middleby in light of Welbilt’s and Middleby’s then-current stock prices.

On November 12, 2020 and November 18, 2020, the Welbilt Board held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the recent conversations with Party A, whether to continue to pursue a transaction with Party A and alternatives to the transaction with Party A, including the potential business combination with Middleby and maintaining the status quo. The representatives of Morgan Stanley also discussed their views on movement in the stock market as a result of the recently announced COVID-19 vaccines and the impact that such announcements may have on Welbilt’s stock price, which closed at $9.30 per share on November 18, 2020. Following further discussion, the Welbilt Board determined that the transaction committee should continue to discuss a potential transaction, including terms, with Party A.

On November 24, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to review Guggenheim’s updated financial analysis of the potential transaction, discuss various strategic considerations, and review the parties’ respective third quarter earnings announcements and related impacts on each party’s stock price and on the terms of a potential revised proposal to Welbilt. On November 30, 2020, Middleby submitted a revised written proposal to the Welbilt Board for a potential business combination with Welbilt in an all-stock transaction at a fixed exchange ratio of 0.1000, which implied pro forma ownership of the post-closing combined company of approximately 80% by Middleby’s stockholders and 20% by Welbilt’s stockholders.

On December 1, 2020, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s revised proposal. The transaction committee instructed Ms. Egnotovich to inform Middleby that the proposal was not likely acceptable to the Welbilt Board as it had been previously rejected by the Welbilt Board. Following the meeting, Ms. Egnotovich called Mr. FitzGerald to relay the transaction committee’s message that more value would be required, suggesting that an exchange ratio resulting in 25% pro forma ownership by Welbilt’s stockholders (implying an exchange ratio of 0.1315) would be more appropriate, but indicated that the Welbilt Board remained open to offers and would be prepared to consider a further revised proposal at its next regularly-scheduled meeting the following week.

On December 7, 2020, Middleby submitted a further revised written proposal for an all-stock transaction at a fixed exchange ratio of 0.1050, which implied pro forma ownership of the post-closing combined company of approximately 79% by Middleby’s stockholders and 21% by Welbilt’s stockholders. Later that day, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s revised proposal and Morgan Stanley’s preliminary financial analysis with respect thereto. In order to further assess a potential business combination with Middleby, the Welbilt Board instructed management to negotiate and enter into a mutual confidentiality agreement with Middleby. With respect to the proposed transaction with Party A, the Welbilt Board discussed that Party A’s confirmatory due diligence was underway and that Gibson Dunn was preparing a draft merger agreement.

On December 13, 2020, Welbilt and Middleby executed a mutual confidentiality agreement that contained a standstill provision with customary fall-away provisions, after which the parties began to conduct mutual due diligence.

On December 20, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to review a presentation prepared by Middleby’s senior management team for distribution to Welbilt, which included a financial review of Middleby, an overview of anticipated synergies and other key background information about Middleby to inform Welbilt’s consideration of the potential transaction. The Middleby Board directed management to distribute the presentation to Welbilt for discussion at the upcoming reciprocal due diligence sessions.

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On December 21, 2020, Welbilt management and Middleby management conducted virtual due diligence meetings to discuss their respective businesses and further assess potential synergies of a transaction. Following the diligence sessions, Middleby’s and Welbilt’s senior management continued to exchange information relating to various functional due diligence areas and respond to questions arising from the due diligence meetings.

On December 22, 2020, at the direction of the Welbilt Board, a draft merger agreement prepared by Gibson Dunn was transmitted to Party A. Party A did not submit a markup of the draft merger agreement.

On December 23, 2020, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to update the Middleby Board on the information exchanged during the due diligence sessions and its effect on management’s estimates of the financial impacts of the proposed transaction, and to summarize the discussions between Middleby’s and Welbilt’s management teams since the prior board meeting.

On January 5, 2021, a strategic company, which we refer to as Party C, made an unsolicited inquiry to Welbilt. No proposal was submitted by Party C.

On January 12, 2021, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Skadden and Guggenheim were present to review Guggenheim’s updated financial analyses incorporating the findings of Middleby’s initial due diligence investigation of Welbilt. The Middleby Board discussed the terms of a revised proposal to be submitted to Welbilt and approved a proposal that included a fixed exchange ratio of 0.1180. On January 14, 2021, Middleby submitted its further revised written proposal to Welbilt for an all-stock transaction at a fixed exchange ratio of 0.1180, which implied pro forma ownership of the post-closing combined company of approximately 77% by Middleby’s stockholders and 23% by Welbilt’s stockholders. Ms. Egnotovich and Mr. Johnson subsequently called Mr. FitzGerald to discuss Middleby’s revised proposal, the status of each party’s due diligence, the strategic rationale for the proposed business combination, the synergies and other benefits expected therefrom, and regulatory considerations in connection with the proposed business combination.

Later that day, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s revised proposal, along with regulatory and governance terms for a potential transaction with Middleby. With respect to the proposed transaction with Party A, the group noted that Welbilt’s stock price was trading higher than Party A’s proposed price of $13.80 per share and agreed that Party A’s valuation no longer offered sufficient value to Welbilt’s stockholders.

On January 15, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s revised proposal. Representatives of Morgan Stanley and the Welbilt Board and management discussed the value to Welbilt’s stockholders that a business combination with Middleby presented as compared to continuing to operate on a stand-alone basis. A representative of Gibson Dunn reminded the Welbilt Board of its fiduciary duties in connection with the proposed business combination with Middleby. The Welbilt Board agreed with the transaction committee’s recommendation that the proposed transaction with Party A no longer provided sufficient value to Welbilt’s stockholders and instructed Ms. Egnotovich and Morgan Stanley to inform Party A that Welbilt would no longer engage in a transaction with Party A at the proposed $13.80 purchase price.

On January 18, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the potential business combination with Middleby, and management reported on its preliminary financial and operational due diligence on Middleby. Among other things, the Welbilt Board discussed that prior to moving forward with any transaction, it would need clarity regarding the regulatory process with respect to the proposed transaction, and

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the allocation of risk related thereto. Following the Welbilt Board meeting, members of the transaction committee coordinated with representatives of Morgan Stanley and Gibson Dunn to prepare a counteroffer to Middleby’s proposal that included a proposed exchange ratio of 0.1285 (which implied pro forma ownership of the combined company of 75.3% by Middleby’s stockholders and 24.7% by Welbilt’s stockholders), proportionate representation on the combined company’s board of directors and a proposed contractual framework that would provide a high degree of closing certainty in any merger agreement.

On January 19, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the transaction committee’s proposed counteroffer and directed Ms. Egnotovich and Mr. Johnson to deliver the counteroffer to Mr. FitzGerald. Ms. Egnotovich also confirmed that she and representatives of Morgan Stanley would reach out to Party A to terminate discussions with respect to any proposed transaction. Following the Welbilt Board meeting, Ms. Egnotovich and Mr. Johnson relayed the Welbilt Board’s counteroffer to Mr. FitzGerald. Representatives of Morgan Stanley also called Party A to confirm that the Welbilt Board would no longer engage in discussions with Party A regarding a potential transaction.

On January 21, 2021, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to review updated transaction analyses based on the various exchange ratios proposed by each party, including under Welbilt’s revised proposal, and to discuss the terms of a potential counteroffer, taking into consideration the parties’ relative stock price performances over the last year and current trading prices. At the conclusion of the meeting, the directors approved submission of a revised proposal with a fixed exchange ratio of 0.1240 (implying pro forma ownership of the combined company of 76% by Middleby’s stockholders and 24% by Welbilt stockholders), subject to ongoing due diligence and the negotiation of definitive agreements. On January 22, 2021, Mr. FitzGerald called Ms. Egnotovich and Mr. Johnson to communicate Middleby’s revised proposal of an exchange ratio of 0.1240 and noted that this was Middleby’s “best and final” offer on value. Mr. FitzGerald also indicated that Welbilt’s request for post-closing proportionate board representation remained under review.

On January 22, 2021, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team were present to discuss Middleby’s revised offer. That afternoon, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the valuation reflected by the revised proposal. A representative of Gibson Dunn reviewed with the Welbilt Board its fiduciary duties in the context of a transaction with Middleby. A representative of Morgan Stanley also provided information regarding Morgan Stanley’s material investment banking relationships with Welbilt and Middleby during the prior two-year period, and the Welbilt Board determined that Morgan Stanley did not have any disqualifying conflicts of interest in serving as a financial advisor to Welbilt in connection with any potential transaction with Middleby. The Welbilt Board determined to move forward with discussions with Middleby with a view to seeking alignment on a framework that guaranteed a high degree of closing certainty, as well as post-closing board composition, prior to commencement of due diligence and negotiation of the definitive transaction agreement.

On January 24, 2021, in connection with the parties’ regulatory due diligence, Welbilt and Middleby executed a Joint Defense Agreement and Confidentiality Agreement. Thereafter, Gibson Dunn, Skadden, and members of senior management of Welbilt and Middleby commenced several discussions and the exchange of information to advance their respective regulatory due diligence.

On January 29, 2021, Ms. Egnotovich and Mr. Johnson called Mr. FitzGerald to confirm that Welbilt had preliminarily accepted, subject to ongoing due diligence and the negotiation of definitive agreements, Middleby’s proposed exchange ratio and both parties agreed to continue reciprocal due diligence in order to further refine each party’s view of potential synergies and better understand the other’s businesses.

Also on January 29, 2021, Middleby executed an engagement letter with Guggenheim to serve as its financial advisor in connection with a potential acquisition of Welbilt. In connection therewith, Guggenheim

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provided information about its investment banking relationships during the prior two-year period such that Middleby determined that Guggenheim did not have any disqualifying conflicts of interest in serving as its financial advisor in connection with the transaction.

On February 4, 2021, Mr. FitzGerald called Ms. Egnotovich to confirm that the Middleby Board had agreed to give Welbilt proportionate representation on the post-closing combined company’s board of directors, which would result in Middleby expanding its Board from seven to nine individuals, with two Welbilt representatives serving on the post-closing combined company board. Mr. FitzGerald indicated that the individuals would be selected after the Middleby Board conducted interviews with each of Welbilt’s existing directors.

On February 7, 2021, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team and Skadden were present. Skadden updated the directors on the overall transaction process and summarized discussions between Skadden and Gibson Dunn since the prior board meeting.

On February 11, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team and Gibson Dunn were present to receive an update on the status of the parties’ ongoing discussions. Later that day, Welbilt and Middleby executed a “clean team” addendum to the confidentiality agreement to enable the parties to exchange additional information and further advance the parties’ regulatory due diligence process.

On February 13, 2021, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to discuss Skadden’s discussions with Gibson Dunn since the prior board meeting, Guggenheim’s updated transaction analyses and the terms of the proposal to be submitted to Welbilt with respect to certain regulatory covenants and termination rights and fees. The Middleby directors also discussed the process by which the nominating and corporate governance committee would select two Welbilt representatives to join the Middleby Board at Closing. Later on February 13, 2021, Middleby provided to Welbilt a written proposal for the regulatory terms to be included in a definitive transaction agreement, which included an obligation of Middleby to take certain limited steps necessary to obtain the required regulatory approvals, as well as a reverse termination fee payable to Welbilt in the event any such required regulatory approvals were not obtained and a proposed outside date of 12 months following signing, with an ability of the parties to extend the termination date for three months if needed to obtain regulatory approvals.

On February 16, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Middleby’s regulatory proposal. After discussion, the Welbilt Board instructed Gibson Dunn to revise the regulatory proposal to require Middleby to take additional steps if necessary to obtain the required regulatory approvals, to increase the size of the proposed reverse termination fee and to extend the proposed termination date extension period to six months. On February 17, 2021, Ms. Egnotovich and Mr. Johnson called Mr. FitzGerald to relay Welbilt’s position on the regulatory proposal, after which Gibson Dunn transmitted the revised regulatory proposal to Skadden.

Over the following weeks, each of Welbilt’s and Middleby’s senior management teams and representatives of Gibson Dunn and Skadden engaged in several discussions regarding the key terms to be included in the definitive transaction agreement.

On February 23, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss ongoing negotiations with Middleby.

On February 26, 2021, the Middleby Board held a virtual regular meeting at which representatives of Middleby’s senior management team and Skadden were present. Among other matters discussed, Skadden

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updated the directors on the status of negotiations of the Merger Agreement, including with respect to regulatory covenants, termination rights and fees and related considerations regarding closing certainty, as well as a potential timeline for the completion of due diligence.

On March 2, 2021, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the status of the outstanding negotiations. Mr. Johnson indicated that the parties discussed a framework for the regulatory construct in the merger agreement that Welbilt’s management and outside advisors believed would provide Welbilt with a high degree of closing certainty. At the transaction committee’s direction, Mr. Johnson informed Mr. FitzGerald of the transaction committee’s view on the proposed construct, after which the proposed regulatory construct, including a $140 million reverse termination fee payable by Middleby in certain circumstances, was agreed by the parties.

On March 4, 2021 the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to receive an update on the status of negotiations with Middleby. Morgan Stanley reviewed with the Welbilt Board its preliminary financial analysis with respect to the exchange ratio of 0.1240, and the group discussed outstanding due diligence and other workstreams.

Later on March 4, 2021, Welbilt opened a virtual data room and invited Middleby and its advisors to review due diligence materials. On March 9, 2021, Middleby opened a virtual data room and invited Welbilt and its advisors to review certain due diligence materials relating to Middleby. Thereafter, the parties and their advisors continued to conduct financial, accounting, tax, operational and legal due diligence through mid-April 2021.

On March 15, 2021, Skadden delivered the initial draft Merger Agreement for the proposed transaction to Gibson Dunn. The draft Merger Agreement contemplated, among other things, (i) a transaction in which a wholly-owned subsidiary of Middleby would be merged with Welbilt, with Welbilt surviving the Merger; (ii) a regulatory framework in line with the terms previously discussed by the parties; (iii) largely reciprocal non-solicitation provisions applicable to Welbilt and Middleby that would allow each of the Welbilt Board and the Middleby Board, under certain circumstances, to change its recommendation in the event of a superior proposal or intervening event; (iv) a so-called “force the vote” provision requiring each of Welbilt and Middleby to submit the approval and adoption of the Merger Agreement and the issuance of Middleby Common Stock, respectively, to its stockholders notwithstanding any change in recommendation by the Welbilt Board or the Middleby Board, respectively; and (v) a termination fee or expense reimbursement payable by each party under certain circumstances. The draft Merger Agreement did not address the size of each party’s termination fee that would be payable under certain circumstances (other than the agreed $140 million reverse termination fee in connection with failure to obtain required regulatory approvals) or the cap for the proposed expense reimbursement.

On March 23, 2021, Welbilt’s transaction committee held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the status of negotiations with Middleby and its advisors and to receive an overview of the terms of Skadden’s initial draft Merger Agreement and Welbilt’s proposed response. A representative of Gibson Dunn reviewed the key terms of the Merger Agreement, including (i) the proposed “force the vote” provision, (ii) proposed termination fees and expense reimbursement, (iii) provisions affecting certainty of Closing, and (iv) conduct of each of Welbilt’s and Middleby’s respective businesses during the period of time between signing and Closing. The transaction committee discussed the importance of retaining the flexibility to terminate the Merger Agreement in order to enter into an agreement with a third party providing for a superior proposal prior to the stockholder meeting and instructed Gibson Dunn to include a reciprocal termination right in the revised Merger Agreement that would allow each party to terminate the Merger Agreement in order to enter into a superior proposal. Following the transaction committee meeting, Gibson Dunn sent a revised draft of the Merger Agreement to Skadden that provided such provision, among other things.

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From late March through April 20, 2021, Welbilt and Middleby and their respective legal counsel exchanged multiple drafts of the Merger Agreement and other ancillary documents, as applicable, and held multiple conference calls to discuss due diligence, the transaction agreements and various issues. The discussions and negotiations included numerous telephone conversations between the parties’ management teams, representatives and advisors.

In late March, Middleby’s nominating and corporate governance committee held interviews with certain directors on the Welbilt Board for purposes of selecting the two Welbilt representatives that would serve on the combined company board of directors.

On March 31, 2021, April 8, 2021, and April 14, 2021, the Welbilt Board held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to receive updates on discussions with Middleby and an overview of due diligence and to review Morgan Stanley’s updated financial analysis of the Merger and the terms of the latest drafts of the Merger Agreement. The Welbilt Board discussed the issues that remained open in the Merger Agreement at each meeting, including the Welbilt Board’s proposed superior proposal termination right, the size of each party’s termination fees, and the list of regulatory approvals required to close the transaction. At each meeting, representatives of Morgan Stanley and Gibson Dunn responded to questions from the directors.

On April 6, 2021 and April 15, 2021, the Middleby Board held virtual meetings at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to update the Middleby Board on the status of negotiations with Welbilt, summarize key due diligence findings and key terms of the latest drafts of the Merger Agreement and review updated financial projections for the Merger, including summaries of potential synergies expected to be generated by the proposed transaction. During the April 15, 2021 meeting, Guggenheim advised the Middleby Board that it was prepared to render an opinion to the Middleby Board to the effect that, subject to the factors and assumptions described by Guggenheim, the exchange ratio was fair from a financial point of view to Middleby.

On April 11, 2021, Mr. FitzGerald notified Mr. Johnson and Ms. Egnotovich that each had been unanimously selected by the Middleby Board’s nominating and corporate governance committee to serve on the combined company board of directors upon the Closing, which was subsequently disclosed to the Welbilt Board at the April 14, 2021 meeting.

On April 12, 2021, Skadden sent to Gibson Dunn a revised draft of the Merger Agreement that notably referenced a voting agreement pursuant to which the Icahn Stockholders would agree to vote their shares of Welbilt Common Stock in favor of the Merger. Subsequently, on April 18, 2021, Mr. FitzGerald transmitted to Mr. Johnson Skadden’s initial draft of the Icahn Support Agreement to be executed by the Icahn Stockholders. Over the next several days, Skadden and representatives of the Icahn Stockholders negotiated and exchanged markups of the Icahn Support Agreement.

On April 19, 2021, Skadden provided a revised draft of the Merger Agreement that provided for the following key points: (i) a reciprocal termination right for superior proposals, (ii) a $110,000,000 termination fee payable by Welbilt in certain circumstances, including in connection with a superior proposal, (iii) an agreed upon list of jurisdictions where receipt of regulatory approvals would be required as a condition to Closing and (iv) an additional eight month extension of the termination date if needed in connection with regulatory approvals. The foregoing provisions reflected the terms agreed by Welbilt’s and Middleby’s senior management teams throughout several discussions over the preceding days. Later that day and again on the morning of April 20, 2021, Welbilt’s transaction committee held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss the key terms of the near-final Merger Agreement and disclosure schedules. Throughout the day on April 20, 2021, Skadden and Gibson Dunn finalized the Merger Agreement and disclosure schedules, and Skadden and representatives of the Icahn Stockholders finalized the Icahn Support Agreement.

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On the afternoon of April 20, 2021, the Middleby Board held a virtual meeting at which representatives of Middleby’s senior management team, Guggenheim and Skadden were present to review the changes to the Merger Agreement that had been made since the Middleby Board’s April 15, 2021 meeting. Representatives of Skadden summarized the directors’ fiduciary duties and reviewed the material terms of the final draft of the Merger Agreement, including (i) the non-solicitation obligations of each party, (ii) the ability of each party to terminate the Merger Agreement in certain circumstances and to receive expense reimbursement and certain termination fees, (iii) provisions affecting certainty of Closing, and (iv) conduct of each of Middleby’s and Middleby’s respective businesses during the period of time between signing and Closing. Representatives of Guggenheim then rendered Guggenheim’s oral opinion, subsequently confirmed by the delivery of a written opinion dated April 20, 2021, to the effect that, as of April 20, 2021 and based upon and subject to the limitations, assumptions and qualifications described by Guggenheim, the exchange ratio was fair from a financial point of view to Middleby. Please see the section of this proxy statement entitled “—Opinion of Financial Advisor to Middleby” beginning on page 68 for further description of Guggenheim’s opinion and analysis. Thereafter, the Middleby Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, were advisable and in the best interests of Middleby and Middleby’s 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. For a description of the various factors considered by the Middleby Board, see the section entitled “The Merger—Recommendation of the Middleby Board.”

Also on the afternoon of April 20, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to review the changes to the Merger Agreement that had been made since the Welbilt Board’s April 14, 2021 meeting. A representative of Gibson Dunn summarized the directors’ fiduciary duties and reviewed the material terms of the final draft of the Merger Agreement. The Welbilt Board then discussed the terms of the Merger Agreement, including (i) the ability of each of Welbilt and Middleby to respond to certain unsolicited proposals, to terminate the Merger Agreement in certain circumstances and to receive expense reimbursement and certain termination fees, (ii) provisions affecting certainty of closing, and (iii) conduct of each of Middleby’s and Welbilt’s respective businesses during the period of time between signing and closing. Representatives of Morgan Stanley reviewed with the Welbilt Board the Welbilt Board’s consideration of strategic alternatives over the prior 10 months and Morgan Stanley’s financial analysis of the exchange ratio. Representatives of Morgan Stanley reminded the Welbilt Board of certain information previously provided to the Welbilt Board regarding Morgan Stanley’s material investment banking relationships with Welbilt and Middleby during the prior two-year period, and the Welbilt Board again determined that Morgan Stanley did not have any disqualifying conflicts of interest in serving as a financial advisor to Welbilt. Representatives of Morgan Stanley then rendered Morgan Stanley’s oral opinion, subsequently confirmed by the delivery of a written opinion, dated April 20, 2021, that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion as set forth in its written opinion, the exchange ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Welbilt Common Stock. Please see the section of this proxy statement entitled “—Opinion of Financial Advisor to Welbilt” beginning on page 83 for further description of Morgan Stanley’s opinion and analysis. Thereafter, the Welbilt Board unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and fair to, and in the best interests of, Welbilt and Welbilt’s 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 Welbilt’s stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. For a description of the various factors considered by the Welbilt Board, see the section entitled “The Merger—Recommendation of the Welbilt Board.”

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Following their respective board meetings, Welbilt and Middleby executed and delivered the Merger Agreement and Middleby and the Icahn Stockholders executed the Icahn Support Agreement on the evening of April 20, 2021.

Prior to the open of trading on the New York Stock Exchange and the NASDAQ on the morning of April 21, 2021, Welbilt and Middleby issued a joint press release announcing the transactions contemplated by the Merger Agreement, and Welbilt and Middleby hosted a joint investor call to discuss the transaction.

On May 25, 2021, Welbilt received an unsolicited written proposal from Ali Holding S.r.l. (“Ali Group”), to acquire 100% of the outstanding Welbilt Common Stock in an all-cash transaction at a price of $23.00 per share, which proposal was subsequently shared with Middleby in accordance with the terms of the Merger Agreement. On May 26, 2021, the Welbilt transaction committee and subsequently the Welbilt Board held virtual meetings at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present to discuss Ali Group’s proposal. The Welbilt Board directed Morgan Stanley to seek clarification regarding certain aspects of Ali Group’s proposal.

On the morning of May 28, 2021, Ali Group’s proposal was leaked in an Italian newspaper, which was subsequently reported on by the Wall Street Journal and confirmed in a press release issued by Ali Group. Also on May 28, 2021, the Welbilt Board held a virtual meeting at which representatives of Welbilt’s senior management team, Morgan Stanley and Gibson Dunn were present and determined that Ali Group’s proposal constitutes or is reasonably likely to constitute or result in a Company Superior Proposal.

Recommendation of the Middleby Board and its Reasons for the Merger

The Middleby Board unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal, if necessary or appropriate to reach a quorum or solicit additional proxies. In evaluating the Merger, the Middleby Board consulted with Middleby’s management, as well as Middleby’s legal and financial advisors, and, in reaching its conclusions and recommendations, considered a variety of factors, including:

• the expectation that the Merger would create considerable value for Middleby’s stockholders due to strategic and financial merits of the transaction, including its belief that the combined company would be well-positioned to generate future growth and significant additional returns for Middleby’s stockholders;

• the expectation that the Merger would generate run-rate cost synergies of approximately $100 million, including through potential cost efficiencies in supply chain, manufacturing, operating expenses and best practices, plus an additional $20 million of annual cost savings related to Welbilt’s Business Transformation Program;

• the expectation that the combined company would be better able to scale investments and leverage the combined operating infrastructure, with potential sales and service synergies to support long-term revenue growth and value creation;

• the expectation that the combination of Middleby’s and Welbilt’s significant cash flows will better position the combined company to make continued strategic investments and pursue additional value-creating opportunities;

• that the combined company will have an expanded portfolio of highly respected foodservice industry brands, including through the addition of Welbilt brands that are recognized globally for quality and innovation;

• that the Merger would broaden customer offerings through the combination of complementary products and solutions, including by:

• expanding Middleby’s beverage platform, addressing one of its key strategic positions;

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• extending cooking and warming technologies and products offerings, and providing innovative cold-side and refrigeration expertise; and

• positioning Middleby to better serve customers with a wider set of product and services solutions;

• that the Merger is expected to facilitate the acceleration of innovation and transformational technology investments by sharing engineering among brands to drive new product and service innovation across the Middleby portfolio and through the ability to make additional investments and developments in strategic controls, IoT and forward-looking initiatives;

• that the Merger would expand the combined company’s manufacturing capabilities, international manufacturing footprint and global infrastructure, including by enhancing manufacturing in Asia and Europe and broadly expanding sales capabilities in the higher-growth Asian region;

• that the combination of each company’s sales and service capabilities would best position the combined company to meet the evolving needs of the foodservice industry through:

• the creation of a premier sales and service organization that is better able to support customers globally;

• the strengthening of customer service, parts fulfillment and technical support capabilities to better meet the needs of a global customer base; and

• its ability to make supporting investments in transformational customer-facing digital initiatives;

• that the combined company will be better positioned to handle rapidly changing customer initiatives;

• Middleby’s management team’s recommendation of the Merger;

• that the Merger’s all-stock transaction structure would allow Middleby to maintain its balance sheet flexibility for the combined company;

• that the combined organization would continue to be led by Middleby’s experienced management team, including its Chief Executive Officer, Timothy FitzGerald, and its Chief Financial Officer, Bryan Mittelman, who will each remain in his current position;

• the governance arrangements contained in the Merger Agreement, including that all of the current members of the Middleby Board will continue to serve as directors of the combined company;

• the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, the circumstances under which each party may terminate the Merger Agreement, and the fact that upon termination of the Merger Agreement in certain circumstances, Welbilt would be required to pay to Middleby a termination fee;

• the requirement that Middleby’s stockholders approve the Stock Issuance Proposal as a condition to and in connection with the Merger;

• the fact that Middleby’s stockholders will own, in the aggregate, approximately 76% of the issued and outstanding shares of Middleby Common Stock immediately following completion of the Merger, and that Welbilt’s stockholders will own, in the aggregate, approximately 24% of the issued and outstanding shares of Middleby Common Stock immediately following completion of the Merger (in each case, on a fully diluted basis);

• the fact that certain stockholders of Welbilt executed the Icahn Support Agreement, pursuant to which they have agreed to vote their shares of Welbilt Common Stock in favor of the Merger Proposal;

• certain other factors, including historical information concerning Middleby’s and Welbilt’s respective businesses, financial conditions, results of operations, earnings, trading prices,

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management, competitive positions and prospects on a projected combined basis and the current and prospective business environment in which Middleby and Welbilt operate; and

• the financial analyses of Guggenheim, as reviewed and discussed with the Middleby Board, as well as the opinion of Guggenheim, to the effect that, as of April 20, 2021, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Guggenheim’s written opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to Middleby. Such opinion is more fully described below under “—Opinion of Middleby’s Financial Advisor,” and the full text of the written opinion of Guggenheim is attached to this joint proxy statement/prospectus as Annex B.

The Middleby Board also considered potential risks and potentially negative factors concerning the Merger in connection with its deliberations of the proposed transaction, including:

• the possibility that the Merger may not be completed, or that completion may be unduly delayed, for reasons beyond the control of Middleby and Welbilt, which could result in significant costs and disruption to Middleby’s normal business;

• the potential for diversion of management and employee attention and for increased employee attrition during the period prior to completion of the Merger and the potential effect of the Merger on Middleby’s business and relations with customers and suppliers;

• the substantial costs to be incurred in connection with the Merger, including the costs of integrating the businesses of Middleby and Welbilt and the transaction expenses arising from the Merger;

• the risk of not capturing all of the anticipated synergies and the risk that other anticipated benefits might not be realized;

• the risk that certain members of Middleby’s or Welbilt’s senior management might choose not to remain employed with the combined company;

• the fact that the Merger Agreement includes customary restrictions on the ability of Middleby to solicit offers for alternative proposals or to engage in discussions regarding such proposals, subject to exceptions, which could have the effect of discouraging such proposals from being made or pursued. The Middleby Board understood that these provisions may have the effect of discouraging alternative proposals and may make it less likely that the transactions related to such proposals would be negotiated or pursued, even if potentially more favorable to the Middleby stockholders than the Merger;

• the potential that the termination payment provisions of the Merger Agreement could have the effect of discouraging an alternative proposal for Middleby; and

• the restrictions on the conduct of Middleby’s business during the period between the signing of the Merger Agreement and completion of the Merger.

The foregoing discussion of the information and factors considered by the Middleby Board is not exhaustive. In view of the Middleby Board’s consideration of a wide variety of factors in connection with its evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger, and the complexity of these matters, the Middleby Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The actual benefits from the Merger could be different from the foregoing estimates and those differences could be material. Accordingly, there can be no assurance that any of the potential benefits described above or included in the factors considered by the Middleby Board will be realized. For a discussion of various factors that could prevent or limit the parties from realizing some or all of these benefits, see “ Risk Factors” beginning on page 37.

The foregoing discussion of the information and factors considered by the Middleby Board is forward-looking in nature and should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 48.

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Opinion of Middleby’s Financial Advisor

Overview

Middleby retained Guggenheim as its financial advisor in connection with the potential acquisition of Welbilt. In selecting Guggenheim as its financial advisor, Middleby considered that, among other things, Guggenheim is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, general industrial and process equipment sectors. Guggenheim, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the April 20, 2021 meeting of the Middleby Board, Guggenheim rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Middleby Board to the effect that, as of April 20, 2021 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to Middleby.

This description of Guggenheim’s opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this joint proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim’s written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim. Guggenheim’s written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim, as of the date of such opinion. Guggenheim advised Middleby that global economic conditions and the global capital markets have been experiencing and remain subject to significant volatility, and that Guggenheim expresses no view or opinion as to any potential effects of such volatility on Middleby, Welbilt or the Merger. Guggenheim has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim’s opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

• was provided to the Middleby Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio;

• did not constitute a recommendation to the Middleby Board with respect to the Merger;

• does not constitute advice or a recommendation to any holder of Middleby or Welbilt common stock as to how to vote or act in connection with the Merger or otherwise;

• did not address Middleby’s underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Middleby, or the effects of any other transaction in which Middleby might engage;

• addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to Middleby;

• expressed no view or opinion as to (i) any other term, aspect or implication of (a) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (b) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities, creditors or other constituencies of Middleby or Welbilt; and

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• expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Middleby’s or Welbilt’s directors, officers or employees, or any class of such persons, in connection with the Merger relative to the Exchange Ratio or otherwise.

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim:

• reviewed the execution version of the Merger Agreement;

• reviewed certain publicly available business and financial information regarding each of Middleby and Welbilt;

• reviewed certain non-public business and financial information regarding Middleby’s and Welbilt’s respective businesses and future prospects (including (i) certain financial projections for Middleby for the fiscal years ending December 2021 through 2024 that were provided by Middleby to Welbilt (the “Middleby-Exchanged Financial Projections”), (ii) certain financial projections for Middleby and for Welbilt for the fiscal years ending December 2021 through 2024 (together, the “Middleby-Provided Financial Projections”) and (iii) certain other estimates and other forward-looking information), all as prepared and approved for Guggenheim’s use by Middleby’s senior management (collectively with the synergy estimates referred to below, the “Middleby-Provided Information”);

• reviewed certain non-public business and financial information regarding Welbilt’s business and future prospects (including certain financial projections for Welbilt on a stand-alone basis for the fiscal years ending December 2021 through 2024 (the “Welbilt-Provided Financial Projections”) and certain other estimates and other forward-looking information), all as prepared by Welbilt’s senior management and reviewed by, discussed with and approved for our use by Middleby’s senior management (collectively, the “Welbilt-Provided Information”);

• reviewed certain estimated cost savings, other combination benefits and financial synergies expected to result from the Merger, and estimated costs to achieve the same (collectively, the “synergy estimates”) all prepared and approved for Guggenheim’s use by Middleby’s senior management;

• discussed with Middleby’s senior management their strategic and financial rationale for the Merger as well as their views of Middleby’s and Welbilt’s respective businesses, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the commercial foodservice equipment, food processing equipment and residential kitchen equipment sectors;

• discussed with Welbilt’s senior management their views of Welbilt’s business, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the commercial foodservice equipment sector;

• performed discounted cash flow analyses of Middleby and Welbilt based on the Middleby-Provided Financial Projections and the synergy estimates;

• reviewed the valuation and financial metrics of certain mergers and acquisitions that Guggenheim deemed relevant in evaluating the Merger;

• reviewed the historical prices, trading multiples and trading activity of the common shares of Middleby and Welbilt;

• compared the financial performance of Middleby and Welbilt and the trading multiples and trading activity of the common shares of Middleby and Welbilt with corresponding data for certain other publicly traded companies that Guggenheim deemed relevant in evaluating Middleby and Welbilt;

• reviewed the pro forma financial results, financial condition and capitalization of Middleby giving effect to the Merger; and

• conducted such other studies, analyses, inquiries and investigations as Guggenheim deemed appropriate.

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With respect to the information used in arriving at its opinion, Guggenheim noted that:

• Guggenheim relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information provided by or discussed with Middleby or Welbilt (including the Middleby-Provided Information and the Welbilt-Provided Information) or obtained from public sources, data suppliers and other third parties.

• Guggenheim (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim did not independently verify, any such information (including, without limitation, the Middleby-Provided Information and the Welbilt-Provided Information), (ii) expressed no view or opinion regarding the reasonableness or achievability of the Welbilt-Provided Financial Projections, the Middleby-Provided Financial Projections, the Middleby-Exchanged Financial Projections, the synergy estimates, any other estimates and any other forward-looking information provided by Middleby or Welbilt or the assumptions upon which any of the foregoing are based and (iii) relied upon the assurances of Middleby’s senior management that they were (in the case of the Middleby-Provided Information) and have assumed that Welbilt’s senior management was (in the case of the Welbilt-Provided Information) unaware of any facts or circumstances that would make the Middleby-Provided Information or the Welbilt-Provided Information incomplete, inaccurate or misleading.

• Specifically, with respect to (i) the Middleby-Provided Financial Projections and the synergy estimates utilized in Guggenheim’s analyses, (a) Guggenheim was advised by Middleby’s senior management, and Guggenheim assumed, that the Middleby-Provided Financial Projections and the synergy estimates had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Middleby’s senior management as to the expected future performance of Middleby and Welbilt and the expected amounts and realization of the synergies estimates and (b) Guggenheim assumed that the Middleby-Provided Financial Projections and the synergy estimates had been reviewed by the Middleby Board with the understanding that such information would be used and relied upon by Guggenheim in connection with rendering its opinion, (ii) the Welbilt-Provided Financial Projections, Guggenheim assumed that such financial projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Welbilt’s senior management as to the expected future performance of Welbilt on a stand-alone basis and (iii) any financial projections/forecasts, any other estimates and/or other forward-looking information obtained by Guggenheim from public sources, data suppliers and other third parties, Guggenheim assumed that such information was reasonable and reliable.

• At the direction of Middleby’s senior management, for purposes of Guggenheim’s analyses and opinion, Guggenheim utilized the Middleby-Provided Financial Projections and not the other financial projections provided by Middleby or Welbilt.

Guggenheim also noted certain other considerations with respect to its engagement and the rendering of its opinion:

• Guggenheim did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Middleby, Welbilt, or any other entity or the solvency or fair value of Middleby, Welbilt, or any other entity, nor was Guggenheim furnished with any such appraisals.

• Guggenheim’s professionals are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and Guggenheim’s opinion should not be construed as constituting advice with respect to such matters; accordingly, Guggenheim relied on the assessments of Middleby’s senior management, Welbilt’s senior management and Middleby’s and Welbilt’s respective other professional advisors with respect to such matters. Guggenheim assumed that the Merger will qualify, for US federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Guggenheim did not express any view or render any opinion regarding the tax consequences of the Merger to Middleby, Welbilt, or their respective securityholders.

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Guggenheim further assumed that:

• In all respects meaningful to its analyses, (i) Middleby and Welbilt and Merger Sub will comply with all terms and provisions of the Merger Agreement and (ii) the representations and warranties of Middleby, Welbilt and Merger Sub contained in the Merger Agreement were true and correct and all conditions to the obligations of each party to the Merger Agreement to consummate the Merger would be satisfied without any waiver, amendment or modification thereof.

• The Merger will be consummated in a timely manner in accordance with the terms of the Merger Agreement and in compliance with all applicable legal and other requirements, without any delays, limitations, restrictions, conditions, divestiture or other requirements, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would have an effect on Middleby, Welbilt, Merger Sub or the Merger (including its contemplated benefits) in any way meaningful to Guggenheim’s analyses or opinion.

• Guggenheim did not express any view or opinion as to the price or range of prices at which the shares of common stock or other securities or financial instruments of or relating to Middleby or Welbilt may trade or otherwise be transferable at any time, including subsequent to the announcement or consummation of the Merger.

Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim and presented to the Middleby Board in connection with Guggenheim’s rendering of its opinion. Such presentation to the Middleby Board was supplemented by Guggenheim’s oral discussion, the nature and substance of which may not be fully described herein.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim’s financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim’s view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim’s opinion.

In arriving at its opinion, Guggenheim:

• based its financial analyses on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors, all of which are beyond the control of Middleby, Welbilt, and Guggenheim;

• did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion;

• considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor; and

• ultimately arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by Guggenheim in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio, to Middleby.

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With respect to the financial analyses performed by Guggenheim in connection with rendering its opinion:

• Such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

• None of the selected precedent merger and acquisition transactions used in the selected precedent merger and acquisition transactions analysis described below is identical or directly comparable to the Merger, and none of the selected publicly traded companies used in the selected publicly traded companies analysis described below is identical or directly comparable to Middleby or Welbilt. However, such transactions and companies were selected by Guggenheim, among other reasons, because they involved target companies or represented publicly traded companies which may be considered broadly similar, for purposes of Guggenheim’s financial analyses, to Middleby and Welbilt based on Guggenheim’s familiarity with the commercial foodservice equipment, food processing equipment and residential kitchen equipment sectors.

• In any event, selected precedent merger and acquisition transactions analysis and selected publicly traded comparable companies analysis are not mathematical. Rather, such analyses involve complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected precedent merger and acquisition transactions to which the Merger was compared and the selected publicly traded companies to which Middleby and Welbilt were compared.

• Such financial analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.

Certain Definitions

Throughout this “Summary of Financial Analyses,” the following financial terms are used in connection with Guggenheim’s various financial analyses:

• “CY” means calendar year.

• “EBITDA” means the relevant company’s operating earnings before interest, taxes, depreciation and amortization.

• “EBITDA multiple” represents the relevant company’s enterprise value divided by its historical or projected EBITDA.

• “Enterprise value” represents the relevant company’s market capitalization plus (i) the principal or face amount of total debt and preferred stock and (ii) the book value of any non-controlling/minority interests less (iii) cash, cash equivalents, short- and long-term marketable investments and certain other cash-like items.

• “LTM” means latest twelve months.

• “SBC” means stock-based compensation.

• “Unlevered free cash flow” or “ULFCF” means the relevant company’s after-tax unlevered operating cash flow minus capital expenditures and changes in working capital.

• “VWAP” means volume-weighted average share price over the indicated period of time.

Implied Merger Premia Analysis

Guggenheim reviewed and analyzed the premia paid in the stock-for-stock mergers in which stockholders of a publicly-traded U.S. target owned 20-30% of the pro forma combined company and that have

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been announced since November 2010. Guggenheim calculated, among other things, the deal premium for each transaction at the unaffected last closing price prior to announcement, 10-day VWAP prior to announcement and 30-day VWAP prior to announcement, and selected a reference range of 20.0% to 30.0% of the unaffected 10-day VWAP. Based on the 10-day VWAP of Welbilt’s stock price of $15.80 on April 16, 2021, Guggenheim calculated an overall reference range of $18.96 – $20.54 for informational reference purposes.

Welbilt Financial Analyses

Recap of Welbilt Financial Analyses. In evaluating Welbilt in connection with rendering its opinion, Guggenheim performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded comparable companies analysis, selected precedent merger and acquisition transactions analysis, and discounted cash flow analysis. Solely for informational reference purposes, Guggenheim also reviewed the Implied Merger Premia Analysis described above.

Recap of Welbilt Financial Analyses

Merger Price per Share (based on Middleby’s 10-Day VWAP)	$20.38
Last Closing Welbilt Share Price	$15.98

	Reference Range for Welbilt Valuation
Financial Analyses	Low (before / after SBC)		High (before / after SBC)
Selected Publicly Traded Companies Analysis:
CY2019A EBITDA		$16.33 / $16.69		$26.53 / $26.64
Middleby View of Welbilt Standalone CY2021E EBITDA		16.17 / 17.08		22.93 / 22.01
Middleby View of Welbilt Standalone CY2022E EBITDA		15.85 / 16.10		21.41 / 20.61
Selected Precedent M&A Transactions Analysis		$17.35		$22.45
Discounted Cash Flow Analysis:
Middleby View of Welbilt Standalone		$10.12		$17.89
Middleby View of Welbilt Integrated		16.03		26.42
For Informational Reference Purposes
Implied Merger Premia Analysis		$18.96		$20.54

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Welbilt Selected Publicly Traded Companies Analysis. Guggenheim reviewed and analyzed Welbilt’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for publicly traded companies in the commercial foodservice equipment sector that Guggenheim deemed relevant for purposes of this analysis. Guggenheim calculated, among other things, various public market trading multiples for Middleby and the selected publicly traded companies, which are summarized in the table below:

Welbilt Selected Publicly Traded Companies Analysis

	Trading Enterprise Value / CY 2019A Adj. EBITDA(1) (before / after SBC Expense)		Trading Enterprise Value / CY 2021E Adj. EBITDA(1) (before / after SBC Expense)		Trading Enterprise Value / CY 2022E Adj. EBITDA(1) (before / after SBC Expense)
Selected Commercial Foodservice Equipment Peers
ITW		19.9x / 20.1x		19.6x / 19.8x		18.3x / 18.5x
Dover		17.1 / 17.5		15.9 / 16.2		15.0 / 15.2
Hoshizaki		14.7 / 14.7		20.4 / 20.4		17.6 / 17.6
Electrolux Professional		11.8 / 11.8		16.2 / 16.2		11.7 / 11.7
Rational		31.3 / 31.3		51.8 / 51.8		37.9 / 37.9
Statistical Median(2)		15.9x / 16.1x		17.9x / 18.0x		16.3x / 16.4x
Middleby		17.8x / 18.1x		17.6x / 18.5x		15.7x / 16.4x

(1) Represents EBITDA before and after giving effect to stock-based compensation expense. Middleby metrics reflect Middleby management Base Case projections. Comparable company metrics reflect Wall Street Consensus derived from FactSet and available broker research reports as of April 16, 2021, and historical information per public SEC filings. Comparable company metrics include unfunded pension liability and relevant IFRS adjustments, and do not include the present value of tax benefits.

(2) Rational is excluded from the Commercial Foodservice Equipment median range.

In performing its selected publicly traded companies analysis with respect to Welbilt, Guggenheim selected a reference range of adjusted EBITDA multiples of (i) 12.5x to 17.5x (before SBC) and 13.0x to 18.0x (after SBC) for CY2019A adjusted EBITDA, (ii) 15.0x to 19.0x (before SBC) and 16.0x to 19.0x (after SBC) for CY2021E adjusted EBITDA, and (iii) 13.5x to 16.5x (before SBC) and 14.0x to 16.5x (after SBC) for CY2022E adjusted EBITDA. Guggenheim’s selected publicly traded companies analysis resulted in an overall reference range for purposes of evaluating Welbilt’s common stock on a stand-alone public market trading basis of (i) $16.33 – $26.53 per share (before SBC) and $16.69 – $26.64 per share (after SBC) based on CY2019A adjusted EBITDA, (ii) $16.17 – $22.93 per share (before SBC) and $17.08 – $22.01 per share (after SBC) based on CY2021E adjusted EBITDA using the Middleby View of Welbilt Standalone Case projections and (iii) $15.85 – $21.41 per share (before SBC) and $16.10 – $20.61 per share (after SBC) based on CY2022E adjusted EBITDA using the Middleby View of Welbilt Standalone Case projections.

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Welbilt Selected Precedent Merger and Acquisition Transactions Analysis. Guggenheim reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions in the industrial kitchen equipment industry that Guggenheim deemed relevant for purposes of this analysis. Guggenheim calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information, but excluding stock based compensation), which are summarized in the table below:

Selected Precedent Merger and Acquisition (M&A) Transactions Analysis

Date Announced	Acquirer	Target	Transaction Enterprise Value / LTM EBITDA
April 2008	Manitowoc	Enodis	12.0x
May 2016	Groupe SEB	WMF Group	16.2
January 2018	Duravant	Key Technology	13.4
May 2018	Middleby	Taylor	13.1(1)
April 2019	JBT	ProSeal	17.4
March 2021	De’Longhi	Eversys	12.5x
Statistical Summary
25th Percentile			12.4x
Mean			14.1
Median			13.3
75th Percentile			16.5x

(1) Multiple calculated by netting the present value of tax benefits relating to the step-up in tax basis arising from the transaction. On a gross basis without such adjustment, the multiple was 15.4x 2017A EBITDA.

In performing its selected precedent merger and acquisition transactions analysis with respect to Welbilt, Guggenheim selected a reference range of transaction multiples for purposes of evaluating Welbilt based on a transaction enterprise value / LTM EBITDA multiple range of 13.0x – 15.5x based on CY2019A EBITDA.

Guggenheim’s selected precedent merger and acquisition transactions analysis resulted in an overall reference range of $17.35 – $22.45 per share for purposes of evaluating Welbilt’s common stock in the context of a business combination transaction.

Welbilt Discounted Cash Flow Analyses. Guggenheim performed discounted cash flow analyses of Welbilt based on the forecasted after-tax unlevered free cash flows (after deduction of stock-based compensation) for Welbilt and an estimate of its terminal/continuing value at the end of the forecast horizon.

In performing its discounted cash flow analyses with respect to Welbilt:

• Guggenheim performed a separate analysis utilizing each of (i) the Middleby View of the Welbilt Standalone Case projections and (ii) the Middleby view of the Welbilt Integrated Case projections, in each case as provided and approved for Guggenheim’s use by Middleby’s senior management.

• Guggenheim used a discount rate range of 7.75% – 9.25% based on its estimate of Welbilt’s weighted average cost of capital.

• In estimating Welbilt’s terminal/continuing value, Guggenheim used a reference range of perpetual growth rates of Welbilt’s terminal year normalized after-tax unlevered free cash flow of 2.50% – 3.00%. The terminal/continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to Welbilt’s implied terminal year EBITDA multiples.

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Guggenheim’s discounted cash flow analyses for purposes of evaluating the Middleby Common Stock resulted in an overall reference range of $10.12 – $17.89 per share utilizing the Middleby View of the Welbilt Standalone Case projections and an overall reference range of $16.03 – $26.42 per share utilizing the Middleby View of the Welbilt Integrated Case projections.

Middleby Stand-Alone Financial Analyses

Recap of Middleby Stand-Alone Financial Analyses. In evaluating Middleby in connection with rendering its opinion, Guggenheim performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded companies analysis and discounted cash flow analyses.

Recap of Middleby Stand-Alone Financial Analyses

	Reference Range for Middleby on a Stand-Alone Basis
	Low (before / after SBC)		High (before / after SBC)
Selected Publicly Traded Companies Analyses:
CY2019A Adj. EBITDA		$108.48 / $112.29		$165.48 / $168.56
CY2021E Adj. EBITDA		139.40 / 141.53		185.64 / 174.44
CY2022E Adj. EBITDA		140.97 / 139.95		179.86 / 171.02
Discounted Cash Flow Analyses		$104.38		$162.11

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Middleby Selected Publicly Traded Companies Analysis. Guggenheim reviewed and analyzed Middleby’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for publicly traded companies in the commercial foodservice equipment, food processing equipment and residential kitchen equipment sectors that Guggenheim deemed relevant for purposes of this analysis. Guggenheim calculated, among other things, various public market trading multiples for Welbilt and the selected publicly traded companies, which are summarized in the table below:

Middleby Selected Publicly Traded Companies Analysis

	Trading Enterprise Value / CY 2019A Adj. EBITDA(1) (before / after SBC Expense)		Trading Enterprise Value / CY 2021E Adj. EBITDA(1) (before / after SBC Expense)		Trading Enterprise Value / CY 2022E Adj. EBITDA(1) (before / after SBC Expense)
Selected Commercial Foodservice Equipment Peers
ITW		19.9x / 20.1x		19.6x / 19.8x		18.3x / 18.5x
Dover		17.1 / 17.5		15.9 / 16.2		15.0 / 15.2
Hoshizaki		14.7 / 14.7		20.4 / 20.4		17.6 / 17.6
Electrolux Professional		11.8 / 11.8		16.2 / 16.2		11.7 / 11.7
Rational		31.3 / 31.3		51.8 / 51.8		37.9 / 37.9
Statistical Median(2)		15.9x / 16.1x		17.9x / 18.0x		16.3x / 16.4x
Selected Food Processing Equipment Peers
Marel		21.9x / 22.1x		18.6x / 18.9x		16.3x / 16.4x
JBT		16.3 / 16.8		16.8 / 17.4		15.0x / 15.5
Statistical Median		19.1x / 19.5x		17.7x / 18.1x		15.6x / 16.0x
Selected Residential Kitchen Equipment Peers
Breville		30.0x / 30.7x		21.2x / 21.5x		18.6x / 18.9x
SEB		11.3 / 11.4		11.6 / 11.7		10.6 / 10.8
Whirlpool		9.3 / 9.6		7.6 / 7.8		7.7 / 7.8
Statistical Median		11.3x / 11.4x		11.6x / 11.7x		10.6x / 10.8x
Welbilt		12.3x / 12.6x		14.9x / 15.3x		13.6x / 13.9x

(1) Represents EBITDA before and after giving effect to stock-based compensation expense. Welbilt metrics reflect Middleby View of Welbilt Standalone Case projections. Comparable company metrics reflect Wall Street Consensus derived from FactSet and available broker research reports as of April 16, 2021, and historical information per public SEC filings. Comparable company metrics include unfunded pension liability and relevant IFRS adjustments, and do not include the present value of tax benefits.

(2) Rational is excluded from the Commercial Foodservice Equipment median range.

In performing its selected publicly traded companies analysis with respect to Middleby, Guggenheim selected a reference range of adjusted EBITDA multiples of (i) 12.5x to 17.5x (before SBC) and 13.0x to 18.0x (after SBC) for CY2019A adjusted EBITDA, (ii) 15.0x to 19.0x (before SBC) and 16.0x to 19.0x (after SBC) for CY2021E adjusted EBITDA, and (iii) 13.5x to 16.5x (before SBC) and 14.0x to 16.5x (after SBC) for CY2022E adjusted EBITDA. Guggenheim’s selected publicly traded companies analysis of Middleby resulted in an overall reference range for purposes of evaluating Middleby’s common stock on a stand-alone public market trading basis of (i) $108.48 – $165.48 per share (before SBC) and $112.29 – $168.56 per share (after SBC) based on CY2019A adjusted EBITDA, (ii) $139.40 – 185.64 per share (before SBC) and $141.53 – $174.44 per share (after SBC) based on CY2021E adjusted EBITDA from the Middleby Base Case projections and (iii) $140.97 – $179.86 per share (before SBC) and $139.95 – $171.02 per share (after SBC) based on CY2022E adjusted EBITDA from the Middleby Base Case projections.

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Middleby Discounted Cash Flow Analyses. Guggenheim performed stand-alone discounted cash flow analyses of Middleby based on forecasted after-tax unlevered free cash flows (after deduction of stock-based compensation) for Middleby and an estimate of its terminal/continuing value at the end of the forecast horizon.

In performing its discounted cash flow analyses with respect to Middleby:

• Guggenheim utilized the Middleby Base Case projections as provided and approved for Guggenheim’s use by Middleby’s senior management.

• Guggenheim used a discount rate range of 7.50% – 9.00% based on its estimate of Middleby’s weighted average cost of capital.

• In estimating Middleby’s terminal/continuing value, Guggenheim used a reference range of perpetual growth rates of Middleby’s terminal year normalized after-tax unlevered free cash flow of 2.50% – 3.00%. The terminal/continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to Middleby’s implied terminal year EBITDA multiples.

Guggenheim’s discounted cash flow analyses resulted in an overall reference range of $104.38 – $162.11 per share for purposes of evaluating Middleby’s common stock on a stand-alone intrinsic-value basis.

Implied Exchange Ratio Analysis

In assessing the Welbilt/Middleby merger exchange ratio, Guggenheim derived valuation ranges for the common shares of Middleby and Welbilt, respectively, using the financial methodologies described above under the captions “Middleby Discounted Cash Flow Analyses,” “Middleby Selected Publicly Traded Companies Analysis,” “Welbilt Discounted Cash Flow Analyses” and “Welbilt Selected Publicly Traded Companies Analysis.”

The following table summarizes the implied exchange ratios derived using each of foregoing financial methodologies. With respect to any given range of implied exchange ratios, the high implied exchange ratio assumes the maximum Welbilt per share equity value and minimum Middleby per share equity value, while the low implied exchange ratio assumes the minimum Welbilt per share equity value and maximum Middleby per share equity value.

Implied Exchange Ratio Analysis

Welbilt/Middleby Merger Exchange Ratio 0.1240

	Implied Exchange Ratio
	Low (before / after SBC)		High (before / after SBC)
Selected Publicly Traded Companies Analysis
CY2019A Adj. EBITDA		0.0987 / 0.0990		0.2446 / 0.2372
CY2021E Adj. EBITDA (Middleby Base Case and Middleby View of Welbilt Integrated Case)		0.0871 / 0.0979		0.1645 / 0.1555
CY2022E Adj. EBITDA (Middleby Base Case and Middleby View of Welbilt Integrated Case)		0.0881 / 0.0941		0.1519 / 0.1473
Discounted Cash Flow Analyses
Middleby Base Case and Middleby View of Welbilt Standalone Case		0.0624		0.1714
Middleby Base Case and Middleby View of Welbilt Integrated Case		0.0989		0.2532

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Guggenheim’s implied exchange ratio analyses resulted in an implied exchange ratio reference range of 0.0624 – 0.2532, as compared to the Merger Exchange Ratio of 0.1240.

Other Considerations

Except as described in the summary above, Middleby did not provide specific instructions to, or place any limitations on, Guggenheim with respect to the procedures to be followed or factors to be considered in performing its financial analyses, or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Middleby and Welbilt and were approved by the Middleby Board. The decision to enter into the Merger Agreement was solely that of the Middleby Board. Guggenheim’s opinion was just one of the many factors taken into consideration by the Middleby Board. Consequently, Guggenheim’s financial analyses should not be viewed as determinative of the decision of the Middleby Board with respect to the fairness, from a financial point of view, to Middleby of the Exchange Ratio.

Pursuant to the terms of Guggenheim’s engagement, Middleby has agreed to pay Guggenheim a cash transaction fee of $17 million. In connection with Guggenheim’s engagement, Middleby has previously paid Guggenheim a cash opinion fee of $3.5 million that became payable upon delivery of Guggenheim’s opinion, which will be credited against the foregoing cash transaction fee. In addition, Middleby has agreed to reimburse Guggenheim for certain expenses and to indemnify Guggenheim against certain liabilities arising out of its engagement.

Aside from its current engagement by Middleby and in connection with Middleby’s convertible senior notes offering which closed in August 2020 in respect of which Guggenheim acted as a joint bookrunner and received agreed upon fees, Guggenheim has not been previously engaged during the past two years by Middleby, nor has Guggenheim been previously engaged during the past two years by Welbilt, to provide financial advisory, capital markets or other investment banking services for which Guggenheim received fees. Guggenheim may seek to provide Middleby and Welbilt and their respective affiliates with certain financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim would expect to receive compensation.

Guggenheim and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim and its affiliates and related entities may (i) provide such financial services to Middleby, Welbilt, other participants in the Merger and their respective affiliates, for which services Guggenheim and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to Middleby, Welbilt or their respective affiliates. Furthermore, Guggenheim and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Middleby, Welbilt or their respective affiliates.

Consistent with applicable legal and regulatory guidelines, Guggenheim has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim’s research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Middleby, Welbilt or their respective affiliates and the Merger that differ from the views of Guggenheim’s investment banking personnel.

Recommendation of the Welbilt Board and its Reasons for the Merger

By unanimous vote, the Welbilt Board, at a meeting held on April 20, 2021, among other things, (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger

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Agreement were 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 Welbilt stockholders vote “FOR” the Merger Proposal.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Welbilt Board consulted with Welbilt’s senior management, outside legal counsel and financial advisor. The Welbilt Board determined that entering into the Merger Agreement with Middleby was in the best interests of Welbilt and its stockholders. In arriving at this determination and in recommending that the Welbilt stockholders vote their shares of Welbilt Common Stock in favor of adoption of the Merger Agreement, the Welbilt Board considered a number of factors, including the following factors (not necessarily in order of relative importance) which the Welbilt Board viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

• The Welbilt Board’s belief that the Merger will create a premier food equipment company with complementary product portfolios of leading brands, which will enhance customer service and benefit stockholders by creating long-term growth potential.

• The Merger will result in a combined company with a larger global footprint with expanded operations in high-growth regions.

• The expectation that the Merger will result in operational improvement that will drive approximately $100 million of anticipated annual cost synergies expected to be fully realized by the third year following the Closing, with an additional $20 million in Welbilt standalone Business Transformation Program annual improvement.

• The Merger is expected to be immediately accretive to the combined company’s adjusted earnings per share with greater than 10% annual accretion by the second year following the Closing.

• The Welbilt Board’s belief that the Merger will create a combined company that can generate significant free cash flow to support strategic investments in new products, the pursuit of potential strategic transactions and potential execution of stock buybacks.

• The Exchange Ratio in the Merger is fixed and will not fluctuate as a result of changes in the market value of Middleby Common Stock or Welbilt Common Stock, which provides certainty as to the respective pro forma percentage ownership of the combined company and limits the impact of external factors on the Merger.

• The merger consideration, consisting of shares of Middleby Common Stock, which will be listed for trading on the NASDAQ, continues to provide liquidity for Welbilt stockholders desiring to liquidate their investment after the Merger.

• The strategic combination with Middleby will allow the Welbilt stockholders to have a meaningful ownership interest in the combined company, with an expected pro forma ownership of approximately 24%, and allow certain continuing Welbilt officers and directors to participate in the execution of the strategy and business plan of the combined company through the appointment of two Welbilt directors, William C. Johnson and Cynthia M. Egnotovich, to the Middleby Board following the Closing.

• The Welbilt Board considered, with the assistance of Welbilt’s management and advisors, the potential for and benefits of alternative transactions or remaining as a standalone company, and believed that it was unlikely that an alternative transaction or remaining as a standalone company would provide more long-term value to the Welbilt stockholders than the Merger.

• The Welbilt Board’s and management’s knowledge of the business, product portfolio, operations, financial condition, earnings and prospects of Welbilt and Middleby, taking into account the results of

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Welbilt’s due diligence review of Middleby, as well as its and their knowledge of the current and prospective environment in which Welbilt and Middleby operate, including economic and market conditions.

• The strong track record of both companies’ management teams as experienced acquirers and proven integrators is expected to facilitate an effective and timely integration of the two companies’ operations.

• The Welbilt Board considered the terms of the Merger Agreement related to Welbilt’s ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred from making a competing proposal by the provisions of the Merger Agreement, including because the Welbilt Board may, under certain circumstances, furnish information or enter into discussions in connection with an acquisition proposal if necessary to comply with their fiduciary duties. In this regard, the Welbilt Board considered that:

• subject to its compliance with the Merger Agreement and prior to the adoption of the Merger Agreement by the Welbilt stockholders, the Welbilt Board can change its recommendation to the Welbilt stockholders with respect to the adoption of the Merger Agreement if, among other things, it determines that such proposal constitutes or would reasonably be expected to lead to a superior proposal with respect to Welbilt; and

• while the Merger Agreement contains the Welbilt Termination Fee that Welbilt would be required to pay to Middleby in certain circumstances, the Welbilt Board believed that the Welbilt Termination Fee is reasonable in light of such circumstances and the overall terms of the Merger Agreement, consistent with fees in comparable transactions, and not preclusive of other offers. For further discussion regarding the circumstances in which Welbilt would be required to pay the Welbilt Termination Fee to Middleby, please see “The Merger Agreement—Termination Fee” beginning on page 148.

• The fact that upon termination of the Merger Agreement in certain circumstances, Middleby would be required to pay to Welbilt the Middleby Termination Fee or the Reverse Termination Fee, as applicable, that would help offset some of the costs of the transaction as further described in the section entitled “The Merger Agreement—Termination Fee.”

• The fact th