JBT Completes $3.1B Marel Acquisition

TL;DR

JBT just bought Marel for $3.1B, creating a food processing giant.

AI Summary

JBT Marel Corp. announced on January 7, 2025, the completion of its acquisition of Marel hf. for approximately $3.1 billion. This transaction, initially announced on September 21, 2023, involved a cash and stock offer, with Marel shareholders receiving a combination of cash and JBT common stock. The acquisition is expected to create a global leader in food and beverage processing solutions.

Why It Matters

This significant acquisition positions JBT as a major player in the food processing industry, potentially leading to expanded offerings and market reach for the combined entity.

Risk Assessment

Risk Level: medium — The integration of two large companies carries inherent risks related to operational synergy, market reception, and potential regulatory hurdles.

Key Numbers

• $3.1B — Acquisition Value (Total cost of acquiring Marel hf.)

Key Players & Entities

• JBT Marel Corp. (company) — Acquiring company
• Marel hf. (company) — Acquired company
• $3.1 billion (dollar_amount) — Acquisition price
• January 7, 2025 (date) — Completion date of acquisition
• September 21, 2023 (date) — Initial announcement date of acquisition

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share JBTM New York Stock Excha
• $1.8 billion — to. The Credit Agreement provides for a $1.8 billion revolving credit facility, which mature
• $900 million — which matures on January 2, 2030, and a $900 million term loan B facility, which matures on
• $550,000,000 — up to an amount equal to the sum of (a) $550,000,000, plus (b) an unlimited amount if, after
• $100,000,000 — Notes outstanding on such date exceeds $100,000,000 and (iii) the sum of the aggregate unus
• $600,000,000 — subsidiaries on such date is less than $600,000,000, then the maturity date with respect to
• $100 million — ng aggregate consideration in excess of $100 million (the "Leverage Ratio Increase Option").
• $100 m — or aggregate consideration in excess of $100 million, is consummated), unless revoked
• $50 m — pany for unrestricted cash in excess of $50 million, subject to certain customary exc
• $0 — Bridge Credit Agreement were reduced to $0 as a result of the financing transactio
• $60,400 — arded an initial equity grant valued at $60,400 in the form of a restricted stock award
• $625,000 — he Closing: (i) a cash payment equal to $625,000 in connection with Closing, subject to
• $400,000 — a grant date fair market value equal to $400,000, vesting ratably over three years, and
• $600,000 — a grant date fair market value equal to $600,000 vesting based on the achievement of fin

Filing Documents

• d919143d8k.htm (8-K) — 77KB
• d919143dex31.htm (EX-3.1) — 26KB
• d919143dex32.htm (EX-3.2) — 83KB
• d919143dex101.htm (EX-10.1) — 1015KB
• d919143dex991.htm (EX-99.1) — 13KB
• 0001193125-25-002636.txt ( ) — 1638KB
• jbtm-20250102.xsd (EX-101.SCH) — 3KB
• jbtm-20250102_lab.xml (EX-101.LAB) — 19KB
• jbtm-20250102_pre.xml (EX-101.PRE) — 12KB
• d919143d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2025 JBT Marel Corporation (Exact name of registrant as specified in its charter) Delaware 001-34036 91-1650317 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 70 West Madison Street , Suite 4400 Chicago , IL 60602 (Address of principal executive offices, including Zip Code) (312) 861-5900 (Registrant's telephone number, including area code) John Bean Technologies Corporation (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, par value $0.01 per share JBTM New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of 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. Introductory Note On January 2, 2025 (the "Closing Date"), JBT Marel Corporation (f/k/a John Bean Technologies Corporation), a Delaware corporation (the "Company" or "JBT Marel"), completed its previously announced voluntary takeover offer (the "Offer") to acquire all issued and outstanding shares (other than treasury shares) ("Marel Shares") of Marel hf., a public limited liability company incorporated under the laws of Iceland ("Marel"). The Offer was made pursuant to the Transaction Agreement, dated April 4, 2024 (the "Transaction Agreement"), by and among the Company, John Bean Technologies Corporation Europe B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a wholly owned subsidiary of the Company (the "Bidder"), and Marel. The transactions contemplated by the Transaction Agreement, including the Offer, are herein referred to as the "Transaction." Item1.01 Entry into a Material Definitive Agreement. In connection with the Transaction, on the Closing Date, each of the Company and the Bidder (collectively, the "Borrowers") entered into the Second Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and the other lenders party thereto. The Credit Agreement provides for a $1.8 billion revolving credit facility, which matures on January 2, 2030, and a $900 million term loan B facility, which matures on January 2, 2032. In addition, the Company may cause the commitments to increase (by way of additional revolving loan capacity or term loans) by up to an amount equal to the sum of (a) $550,000,000, plus (b) an unlimited amount if, after giving pro forma effect to the incurrence of such amount, it would not cause (i) the Company's Secured Net Leverage Ratio (as defined in the Credit Agreement) for the four consecutive most recently ended quarters, calculated on a pro forma basis after giving effect to the incurrence of such additional indebtedness, to exceed (A) 4.00 to 1.00 with respect to incremental indebtedness secured on a pari passu basis with the lien on the Collateral (as defined in the Credit Agreement) securing the Credit Agreement or (B) 4.50 to 1.00 with respect to incremental indebtedness secured on a junior lien basis with the lien on the Collateral securing the Credit Agreement and (ii) the Total Net Leverage Ratio (as defined in the Credit Agreement) for the four consecutive most recently ended quarters, calculated on a pro forma basis after giving effect to the incurrence of such additional indebtedness, to exceed 5.75 to 1.00 with respect to incremental indebtedness that is either (A) unsecured or (B) secured by assets not constituting Collateral. Any such increase will be subject to the approval of the applicable lenders providing such additional financ

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