Midera Food Processing (NASDAQ: MFPVV) lines up $1B credit deal
Rhea-AI Filing Summary
Midera Food Processing, Inc. entered into a five-year, $1.0 billion senior secured credit agreement with Bank of America and other lenders to support its planned spin-off from The Middleby Corporation.
The facility includes a $750 million U.S. dollar revolving credit line and a $250 million multi-currency revolver, maturing on June 29, 2031. Before the spin-off becomes effective, borrowings are capped at $300 million, and all loans must be repaid within 15 business days of closing if the spin-off does not occur. As part of the transaction, the borrower used the new facility and cash on hand to distribute $233 million to a Middleby subsidiary.
The facility is secured by substantially all assets of Midera, the borrower and certain domestic subsidiaries and is subject to financial covenants, including a maximum Secured Net Leverage Ratio of 3.75 to 1.00 (with a temporary step-up for qualified acquisitions) and a minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00.
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Insights
$1.0B secured revolver sets Midera’s standalone leverage capacity for its spin-off.
Midera Food Processing has arranged a $1.0 billion senior secured revolving credit facility that will underpin its balance sheet as it separates from The Middleby Corporation. The facility is split between a U.S. dollar revolver of $750 million and a $250 million multi-currency line, providing liquidity and acquisition firepower.
Covenants anchor leverage and interest coverage through a maximum Secured Net Leverage Ratio of 3.75 to 1.00, with a permitted step-up to 4.25 to 1.00 for certain acquisitions, and a minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00. These terms indicate lenders expect moderate leverage while leaving room for inorganic growth.
Pricing is linked to the Total Net Leverage Ratio, with margins from 1.125% to 2.00% over benchmark rates (and lower spreads for base rate loans), and an initial margin set at 0.25% for base rate and 1.25% for others until the first quarterly financials after October 3, 2026. The $233 million distribution to a Middleby subsidiary ahead of the spin-off shows part of the facility will fund a transfer of value to the former parent, while the remaining capacity supports working capital, acquisitions, and general corporate purposes.
8-K Event Classification
Key Figures
Key Terms
revolving credit facility financial
Consolidated EBITDA financial
Secured Net Leverage Ratio financial
Consolidated Interest Coverage Ratio financial
senior secured credit facility financial
FAQ
What credit facility did Midera Food Processing (MFPVV) secure for its spin-off?
How will Midera’s new $1.0 billion credit facility be used?
What are the key financial covenants in Midera Food Processing’s credit agreement?
How is pricing determined on Midera Food Processing’s new credit facility?
What happens to the new credit facility if the Midera spin-off does not close?
How much did Midera distribute to Middleby in connection with the new facility?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 29, 2026 (the “Closing Date”), Midera Food Processing, Inc. (the “Company”), an indirect wholly-owned subsidiary of The Middleby Corporation (“Middleby”), and Alkar Holdings, Inc. (the “Borrower”), entered into a five-year, $1.0 billion credit agreement with Bank of America, N.A., as administrative agent (the “Agent”), and the other financial institutions and lenders party thereto (the “Credit Agreement”), in connection with the anticipated spin-off of the Company into an independent, publicly traded company (the “Spin-off”). As of the effective time of the Spin-off, the Borrower will be a direct wholly-owned subsidiary of the Company.
The Credit Agreement provides for a new senior secured credit facility in an aggregate principal amount of $1.0 billion, consisting of (i) a $750 million U.S. dollar revolving credit facility and (ii) a $250 million multi-currency revolving credit facility, with the potential for the Borrower, under certain circumstances, to increase the amount of the credit facility by the greater of $151 million and 100% of the Company’s Consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive quarters (plus additional amounts subject to compliance with a specified leverage ratio depending on the type of indebtedness being incurred) either by increasing one or more revolving facility, or by adding on one or more revolving and/or term loan facilities.
Each of the U.S. dollar revolving credit facility and the multi-currency revolving credit facility consists of revolving loans and sublimits for swingline loans and letters of credit. The revolving credit facilities shall be available to the Borrower on and after the Closing Date; provided that (i) prior to the effectiveness of the Spin-off, borrowings may not exceed $300 million and (ii) the credit facility commitments will terminate and all loans shall become due within 15 business days after the Closing Date if the Spin-off does not occur. Borrowings under the revolving credit facilities may be made by the Borrower and the Borrower shall have the ability to designate the Company and/or one or more wholly-owned subsidiaries of the Company as additional borrowers pursuant to the terms of the Credit Agreement.
Borrowings under the U.S. dollar revolving credit facility may be denominated in U.S. dollars. Borrowings under the multi-currency revolving credit facility (other than swingline loans which are available in U.S. dollars, Euros and Pounds sterling only) may be denominated in U.S. dollars, Australian dollars, Canadian dollars, Euros, Pounds sterling, Swedish Krona, Danish Krone, and any agreed alternative currency. Borrowings under the credit facilities may be used for ongoing working capital needs, acquisitions and other investments, restricted payments, share repurchases, and other general corporate purposes, including, but not limited to, (i) in connection with the Spin-off, one or more distributions to Middleby or one or more of its subsidiaries in cash in an aggregate amount not to exceed $300 million and (ii) to pay fees and expenses incurred in connection with the loan documents, the Spin-off transactions, and any transactions contemplated by or otherwise permitted under the Credit Agreement.
The credit facility matures on June 29, 2031. All obligations (i) under the Credit Agreement, (ii) under certain swap contracts and cash management agreements and (iii) under certain sidecar letter of credit and guarantee facilities in an aggregate amount under this clause (iii) not to exceed $55 million are secured by substantially all the assets of the Borrower, the Company and certain of the Company’s material wholly-owned domestic subsidiaries on a pro forma basis after giving effect to the Spin-off, and unconditionally guaranteed by, subject to certain exceptions, the Company and certain of the Company’s direct and indirect material wholly-owned domestic subsidiaries on a pro forma basis after giving effect to the Spin-off.
Borrowings in (i) U.S. dollars shall bear interest based on a (x) term secured overnight financing rate (“SOFR”) or (y) base rate, (ii) Pounds sterling shall bear interest based on a daily sterling overnight index average rate (“SONIA”), (iii) Euros shall bear interest based on the EURIBOR rate, (iv) Canadian dollars shall bear interest based on the term CORRA Rate, (v) Swedish Krona shall bear interest based on the STIBOR rate, (vi) Danish Krone shall bear interest based on the CIBOR rate and (vii) Australian dollars shall bear interest based on the BBSY rate, in each case of clauses (i) through (vii) above, plus a margin as described below.
The margin for each of the foregoing rates, other than the base rate, shall range from 1.125% to 2.00% based on the Total Net Leverage Ratio (as defined in the Credit Agreement) of the Company, with interest periods, in the case of all SOFR Loans or Eurocurrency Loans, at the Company’s option of one, three or six months or, subject to certain conditions, twelve months. The margin for base rate borrowings shall range from 0.125% to 1.00% based on the Total Net Leverage Ratio (as defined in the Credit Agreement) of the Company. However, prior to the delivery of the Company’s quarterly financial statements for the fiscal quarter ending on October 3, 2026, such margin shall be 0.25% for base rate borrowings and 1.25% for all other borrowings. A commitment fee equal to a percentage of the aggregate amount of the lenders’ unused revolving commitments and a letter of credit fee on the undrawn amount of each letter of credit issued under the letter of credit subfacility, are paid quarterly and on the Revolver Termination Date (as defined in the Credit Agreement).
The Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Credit Agreement limit the ability of the Company and its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; make
certain investments; enter into certain sale-leaseback transactions; change its line of business or fiscal year; and enter into certain transactions with affiliates. The Credit Agreement also requires the Company to satisfy certain financial covenants including: (i) a maximum Secured Net Leverage Ratio (as defined in the Credit Agreement) of 3.75 to 1.00, which may be adjusted to 4.25 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Agreement, and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00.
Commitments and loans outstanding under the Credit Agreement may be voluntarily reduced or prepaid without premium or penalty other than payment of customary breakage costs.
The Credit Agreement also contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the Company or any of its subsidiaries for the payment of material uninsured amounts; the invalidity of the Company guarantee, any subsidiary guaranty or any security document; certain material ERISA events; a change of control of the Company; and an involuntary dissolution of the Company or any of its material wholly-owned subsidiaries.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
As previously announced, Middleby is expected to distribute all of the issued and outstanding shares of Company common stock to the holders of record of Middleby common stock at 12:01 a.m. (Eastern Time) on July 6, 2026. In connection with the anticipated consummation of the Spin-off and entry into the Credit Agreement on June 29, 2026, the Borrower used borrowings under the credit facilities and cash on hand to make a distribution to Middleby Marshall Inc., a direct wholly-owned subsidiary of Middleby, of $233 million.
On June 29, 2026, Middleby issued a press release announcing the Company’s entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Credit Agreement, dated as of June 29, 2026, among Midera Food Processing, Inc., Alkar Holdings, Inc., the other financial institutions and lenders party thereto and Bank of America, N.A., as administrative agent for the lenders. | |
| 99.1 | Press Release, dated June 29, 2026, issued by The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIDERA FOOD PROCESSING, INC. | ||||||
| Date: June 29, 2026 | By: | /s/ Amy Campbell | ||||
| Amy Campbell | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Middleby Announces that Midera Food Processing Enters into $1 Billion Credit Agreement
Elgin, Ill.– June 29, 2026 – The Middleby Corporation (NASDAQ: MIDD) today announced that in connection with the previously announced spin-off of its Food Processing business, Midera Food Processing, Inc. (“Midera”) has entered into a five-year, $1.0 billion credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other financial institutions and lenders, consisting of a $750 million U.S. dollar revolving credit facility and a $250 million multi-currency revolving credit facility.
“The new Credit Agreement gives us ample capacity to execute on our acquisition-driven growth strategy as we transition to a stand-alone public company,” said Mark Salman, incoming Chief Executive Officer of Midera. “With our diversified portfolio of leading brands, strong global customer relationships, and comprehensive total line solutions, we’re positioned to be the acquiror of choice in a fragmented market while continuing to invest in innovation and operational excellence. This level of commitment from our lenders demonstrates the strength of our business model and their confidence in our competitive position and future trajectory.”
Tim FitzGerald, Chief Executive Officer of Middleby, added, “Midera is well positioned to accelerate growth as an independent company and this Credit Agreement provides the balance sheet flexibility to execute their strategy. The size and terms of the credit facility are reflective of Midera’s compelling financial profile and we remain confident in Midera’s outlook as it enters its next chapter of growth as an independent company.”
Completion of the spin-off, which remains on track for July 6, 2026, is conditioned upon the satisfaction or waiver of certain conditions, as set forth in the form of Separation and Distribution Agreement filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of Midera’s registration statement on Form 10, which was declared effective by the SEC on June 17, 2026.
About The Middleby Corporation
The Middleby Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice and industrial baking and protein Innovation Centers for food processing solutions. For more information about Middleby, please visit www.middleby.com.
About Midera Food Processing
Midera Food Processing provides food processing equipment and automation solutions for industrial protein, bakery, and snack producers, delivering total line solutions from preparation and thermal processing through packaging. With a portfolio of 30+ industry-leading brands reaching customers across six continents, Midera helps food processors produce safer, more consistent products while improving efficiency and reducing waste at scale. Headquartered in Rosemont, Illinois, the company employs approximately 2,800 people worldwide. For more information about Midera, please visit www.midera.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” subject to the Private Securities Litigation Reform Act of 1995, including statements regarding The Middleby Corporation’s (“Middleby”) and Midera Food Processing, Inc.’s (“Midera” and each of Midera and Middleby, a “Company”) expectations with respect to the timing of the spin-off of Middleby’s Food Processing business into an independent, publicly traded company (the “Spin-off”) and each Company’s future performance. Each Company cautions investors that such statements are estimates and are highly dependent upon a variety of factors. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause each Company’s actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking statements. The following are some of the important factors that could cause each Company’s actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements: changing market conditions; volatility in earnings resulting from goodwill impairment losses, which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; risks associated with each Company’s foreign operations, including international exposure, political risks affecting international sales, market acceptance and demand for each Company’s products and each Company’s ability to manage the risk associated with the exposure to foreign currency exchange rate fluctuations; each Company’s ability to protect its trademarks, copyrights and other intellectual property; changing market conditions,
including inflation; the impact of competitive products and pricing; the impact of announced management and organizational changes; intense competition in each Company’s business including the impact of both new and established global competitors; unfavorable tax law changes and tax authority rulings; cybersecurity attacks and other breaches in security; the continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; the timely development and market acceptance of each Company’s products; the availability and cost of raw materials; the possibility that the Spin-off will not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors, including the possibility that various closing conditions for the Spin-off may not be satisfied; the potential disruption to each Company’s business in connection with the Spin-off; the potential that each Company does not realize all of the expected benefits of the Spin-off; the potential that the Spin-off may be more difficult, time consuming or costly than expected; the failure of the Spin-off to qualify for the expected tax treatment; potential adverse effects of the results of the Spin-off, including on the market price of each Company’s common stock, the ability of each Company to develop and maintain relationships with personnel, customers, suppliers and others with whom it does business or such Company’s business, financial condition, results of operations and financial performance; risks related to diversion of each Company’s management’s attention from its ongoing business operations due to the Spin-off; and other risks detailed in each Company’s SEC filings. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, neither Company undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor relations inquiries:
Rebecca Ellin
SVP of Investor Strategy and Corporate Development
rellin@middleby.com
Media inquiries:
Darcy Bretz
VP of Corporate Communications
dbretz@middleby.com
Kate Schneiderman
Managing Director, ICR
middleby@icrinc.com