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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2026
THE MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
1-9973 |
36-3352497 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 1400 Toastmaster Drive, Elgin, Illinois |
60120 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(847) 741-3300
(Registrant’s telephone number, including area
code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
| Common Stock |
MIDD |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On
November 4, 2026 (the “Restatement Effective Date”), The Middleby Corporation (“Middleby”) and Middleby
Marshall Inc. (the “Borrower”), entered into a five-year Ninth Amended and Restated Credit Agreement consisting of
a $2.0 billion multicurrency revolving facility and a $1.0 billion USD term loan A facility with Bank of America, N.A., as administrative
agent, collateral agent and initial issuing bank, and the other financial institutions party thereto, as lenders (the “Credit
Agreement”).
The Credit Agreement amends and restates Middleby’s
prior revolving and term loan A facilities, which were established pursuant to that certain Eighth Amended and Restated Credit Agreement,
dated as of October 21, 2021, among Middleby, the Borrower, the other subsidiaries of Middleby party thereto as borrowers, the administrative
agent party thereto, and the lenders and other parties party thereto (as amended, the “Previous Credit Agreement”).
The Credit Agreement provides for new senior secured
credit facilities in an aggregate principal amount of $3.0 billion, consisting of (i) a $2.0 billion multicurrency revolving credit facility
and (ii) a $1.0 billion USD term loan A facility, with the potential for Middleby, under certain circumstances, to increase the amount
of the credit facilities by the greater of $618 million and 100% of Middleby’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, in the case of pari
passu or junior secured indebtedness, a secured net leverage ratio not to exceed 3.00 to 1.00, or in the case of unsecured indebtedness,
a net leverage ratio not to exceed 5.50 to 1.00), either by increasing one or more revolving or term loan facilities, by adding on one
or more revolving and/or term loan facilities to the Credit Agreement, or incurring such indebtedness under a different credit agreement.
The multicurrency revolving credit facility consists
of revolving loans and sublimits for swingline loans and letters of credit. The term loan facility is available to the Borrower for borrowing
on the Restatement Effective Date. The revolving credit facilities shall be available to the Borrower on and after the Restatement Effective
Date. Borrowings under the revolving credit facility may be made by the Borrower, and Middleby shall have the ability to designate Middleby
and/or one or more wholly-owned subsidiaries of Middleby as additional borrowers, subject to certain conditions, pursuant to the terms
of the Credit Agreement.
Borrowings under the multicurrency revolving credit
facility (other than swingline loans which are available in U.S. dollars, Euros, Pounds sterling and Canadian dollars only) may be denominated
in U.S. dollars, Australian dollars, Canadian dollars, Euros, Pounds sterling, Swedish Krona, Danish Krone, Mexican Pesos and any agreed
alternative currency. The borrowing under the term loan A facility is denominated in U.S. dollars. Borrowings under the credit facilities
were used to refinance the credit facilities under the Previous Credit Agreement and otherwise 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, paying fees and expenses incurred in connection with the loan documents and any transactions contemplated by or otherwise
permitted under the Credit Agreement.
The credit facilities mature on November 4, 2031.
All obligations under the Credit Agreement and under certain swap contracts and cash management agreements are secured by substantially
all the assets of Middleby, the Borrower and certain of Middleby’s material wholly-owned domestic subsidiaries, and unconditionally
guaranteed by, subject to certain exceptions, Middleby and certain of Middleby’s direct and indirect material wholly-owned material
domestic subsidiaries.
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 (x) the term CORRA Rate or (y) the Canadian prime rate, (v) Swedish Krona shall
bear interest based on the STIBOR rate, (vi) Danish Krone shall bear interest based on the CIBOR rate, (vii) Australian dollars shall
bear interest based on the BBSY rate, and (viii) Mexican Pesos shall bear interest based on the TIIE rate, in each case of clauses (i)
through (viii) above, plus a margin as described below.
The
margin for each of the foregoing rates, other than the base rate and Canadian prime rate, shall range from 1.250% to 1.750% based on the
Total Net Leverage Ratio (as defined in the Credit Agreement) of Middleby, with interest periods, (A) in the case of all SOFR, EURIBOR,
CORRA, STIBOR and CIBOR rate loans, at Middleby’s option of one, three or six months or, subject to certain conditions, twelve months,
or (B) in the case of TIIE rate loans, at Middleby’s option of 28 days, 91 days or 182 days. The margin for base rate borrowings
and Canadian prime rate borrowings shall range from 0.250% to 0.750% based on the Total Net Leverage Ratio (as defined in the Credit Agreement)
of Middleby. However, prior to the delivery of Middleby’s quarterly financial statements for the fiscal quarter ending on April
3, 2027, such margin shall be 0.50% for base rate borrowings and Canadian prime rate borrowings and 1.50% 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 Middleby 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 Middleby
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 any borrower or guarantor for the payment of material uninsured amounts; the invalidity of any guarantee
or any security document; certain material ERISA events; a change of control of Middleby; and an involuntary dissolution of Middleby or
any of its material 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Ninth Amended and Restated Credit Agreement, dated as of November 4, 2026, among The Middleby Corporation, Middleby Marshall Inc., certain other borrowers party thereto, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent and collateral agent. |
| |
|
|
| 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.
| |
THE MIDDLEBY CORPORATION |
| |
|
|
| |
|
|
| Date: November 4, 2026 |
By: |
/s/ Brittany C. Cerwin |
| |
|
Brittany C. Cerwin |
| |
|
Chief Financial Officer |
