JBT MAREL Corp (JBTM): debt financing — JBT to acquire Marel for EUR 3.60/share cash or stock; total cash ~EUR 950M; close expected by year-end 2024

JBT MAREL Corp

Offer price EUR 3.60 per share cash, or 0.0407 JBT shares; total cash ~EUR 950M; Marel shareholders get ~38% of combined co.
Transaction expected to close by year-end 2024; subject to regulatory, shareholder approvals and 90% minimum tender condition.
JBT entered EUR 1.9B bridge credit facility to finance the cash portion; backstop commitment for $1.3B revolver if existing facility not amended.
Combined company to be named JBT Marel; Brian Deck CEO, Arni Sigurdsson President, Alan Feldman Chairman; board 5+4+1.
Reverse termination fee of EUR 85M-110M payable by JBT if regulatory approval fails; expense reimbursements up to EUR 35M each side.

item 1.01 item 2.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

JBT MAREL Corp incurred credit facility.

Instrument: credit facility
Event: incurrence

Exact text from the filing

On April 4, 2024, JBT entered into the Bridge Credit Agreement as described in Item 1.01 above.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JBT MAREL Corp entered into Transaction Agreement with Marel hf. (effective 2024-04-04).

Action: entry
Agreement: merger
Counterparty: Marel hf.
Effective: 2024-04-04

Exact text from the filing

Transaction Agreement On April 4, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), entered into a Transaction Agreement (the “Transaction Agreement”) with John Bean Technologies 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 JBT (the “Bidder”), and Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”), pursuant to which the parties thereto agreed to the terms and conditions of the voluntary public takeover offer (the “Offer”) within the meaning of Article 101 of the Icelandic Takeover Act no.

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JBT MAREL Corp filing history →

Source: SEC EDGAR

accession 0001193125-24-088658

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