The Middleby Corporation · NASDAQ:MIDD
The Middleby — Middleby — Merger or Acquisition (April 2021)
19 slides from The Middleby's merger presentation, Apr 21, 2021
Slide 1: Middleby Acquisition of Welbilt
1 Middleby Acquisition of Welbilt April 21, 2021
Slide 2: Disclaimer: Forward-Looking Statements
2 Disclaimer Forward - Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d (the “Securities Act”), and Section 21E of the Exchange Act. Some of these forward - looking statements can be identified by
Slide 3: Disclaimer: Additional Information about the Merger and Where to Find It
3 Disclaimer Additional Information about the Merger and Where to Find It In connection with the proposed transaction, Middleby intends to file with the SEC a registration statement on Form S - 4 that wil l include a joint proxy statement of Middleby and Welbilt that also constitutes a prospectus of
Slide 4: Today's Presenters
4 Today’s Presenters Timothy FitzGerald Chief Executive Officer Bryan Mittelman Chief Financial Officer William Johnson Chief Executive Officer
Slide 5: Highly Strategic and Financially Compelling Combination
5 Highly Strategic and Financially Compelling Combination . Dynamic Commercial Foodservice Platform Well Suited to Serve Customers Globally ~$120mm of Operational Improvement Positioned for Future Growth Opportunities in a Rapidly Changing Environment within the Commercial Foodservice Industry Trans
Slide 6: Ongoing EBITDA Margin Expansion; Financially Beneficial to All Stakeholders
6 Ongoing EBITDA Margin Expansion Improvements from Revenue Recovery, Cost Reduction Efforts and Integration / Synergy Benefits Financially Beneficial to All Stakeholders ~ 3.0x Projected Pro Forma Net Leverage at Year - End 2021 ~2.0x at Year - End 2022 Accretive to Adjusted EPS In Year 1 Post - Cl
Slide 7: Transaction Overview
7 Transaction Overview Transaction Consideration Financial Impact Approvals and Timing ▪ Middleby to acquire Welbilt in an all - stock transaction at a 0.1240x exchange ratio, which implies an enterprise value of $4.3bn ‒ Based on 30 - day VWAPs, the offer price represents a 28% premium ‒ Transactio
Slide 8: Strategic Rationale
8 Strategic Rationale Expands Portfolio of Highly - Respected Foodservice Industry Brands Welbilt brands are recognized globally for quality and innovation Middleby adds 12 complementary hot - side, cold - side and beverage brands 1 Broadens Customer Offerings with Complementary Products and Solutio
Slide 9: Now is the Ideal Time for this Transaction
9 A significant number of restaurant closures severely impacted the entire commercial foodservice ecosystem Now is the Ideal Time for this Transaction Commercial Foodservice Industry is at an Inflection Point, with Trends and Technologies Changing at an Unprecedented Rate Changing consumer behavior
Slide 10: Improved Capabilities to Provide World-Class Solutions to Customers
10 Manufacturing Capabilities Broad - Based Technology Investments Improved Capabilities to Provide World - Class Solutions to our Customers Sales Combined enterprise able to leverage global infrastructure to better support large chain customers with localized operations and selling initiatives worl
Slide 11: Pro Forma Business Contribution
11 Commercial Foodservice 73% Residential Kitchen 15% Food Processing 12% Commercial Foodservice 60% Residential Kitchen 23% Food Processing 17% Pro Forma Business Contribution ▪ Acquisition complements Middleby’s long - standing core Commercial Foodservice segment ▪ Will bolster technology sharing
Slide 12: Strengthens Middleby's Financial Profile
12 Strengthens Middleby’s Financial Profile Capital Allocation Strategy ▪ Equity consideration of deal maintains Middleby’s balance sheet flexibility Sufficient liquidity to pursue value - enhancing initiatives for shareholders ▪ Greater scale to allow continued investments in organic growth opportu
Slide 13: Transaction Synergy Opportunity
13 Transaction Synergy Opportunity $50mm of Cost Synergies by End of Year 1 (2022), $80mm Realized by End of Year 2 (2023), and Full $100mm Run - Rate Cost Synergies Realized by End of Year 3 (2024) Expected Cost Synergies by Category Year 3 – Run - Rate Sales & Marketing Initiatives $20 million Man
Slide 14: Middleby is a Proven and Experienced Acquirer
14 Middleby is a Proven and Experienced Acquirer ▪ Acquisition of Welbilt is the next chapter of Middleby’s long - standing strategy of acquiring and integrating complementary and innovative businesses ▪ Middleby has completed 20+ transactions since the beginning of 2018, investing in key technology
Slide 15: Middleby's Strong Q1 Performance
15 Middleby’s Strong Q1 Performance Food Processing Commercial Foodservice Residential Kitchen Middleby’s Three Innovative Businesses ________________________ Note: Order and backlog data refers to organic figures. ▲ 51 % ▲ 42 % ▲ 63 % Q1 Orders vs. Prior Year Backlog vs. Prior Year - End ▪ Middleby
Slide 16: Conclusion
16 Acquisition of Welbilt enhances Middleby’s Commercial Foodservice segment with a complementary portfolio of global products a nd brands Large cost synergy opportunity identified with long - term commercial benefits Increased scale, particularly in international markets, will help drive future gro
Slide 17: Thank You – Q&A
17 Thank You – Q&A
Slide 18: Appendix
18 18 Appendix
Slide 19: Financial Reconciliations
19 Financial Reconciliations (USD in millions) Middleby Welbilt Pro Forma Middleby Welbilt Pro Forma Net Sales $2,959 $1,594 $4,553 $2,513 $1,153 $3,667 Income from Operations $514 $174 $688 $324 $63 $388 Operating Income % of Net Sales 17% 11% 15% 13% 5% 11% Depreciation Expense 38 21 59 39 21 60 A