エドガーで原本を確認する
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 27, 2025
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 |
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. ☐
| Item8.01 | Other Events. |
On January 27, 2025, The Middleby Corporation issued a press release confirming that it has been conducting an ongoing strategic review of its business portfolio. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
|
| 99.1 | Press Release, dated January 27, 2025, 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.
| THE MIDDLEBY CORPORATION | ||||||
| Date: January 27, 2024 | By: | /s/ Bryan E. Mittelman |
||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Middleby Confirms Ongoing Strategic Review of Business Portfolio as Part of Board of Directors’ Efforts to Maximize Shareholder Value
ELGIN, Ill., January 27, 2025 – The Middleby Corporation (“Middleby,” “The Company”) (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today confirmed that, as part of its Board of Directors’ ongoing efforts to maximize shareholder value, the Company has been conducting a strategic review of its business portfolio, which started last year. The Board, with the assistance of outside financial and legal advisors, is considering a broad range of strategic options including a potential separation of its Food Processing and / or its Residential Kitchen business units, among other alternatives.
The Board and management team believe that there is unrealized value in the Company’s business portfolio and have been evaluating a wide range of options and the optimal timing to unlock that value. The Company is in advanced stages of this review and expects to reach a conclusion within the next few months.
There can be no assurance regarding the results or outcome of this review. Middleby does not intend to comment further on its strategic review process unless and until its Board approves a transaction or specific course of action or otherwise determines that further disclosure is appropriate or required.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Middleby and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.
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, food processing, and residential kitchens. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice, industrial baking and protein Innovation Centers for food processing solutions and state-of-the-art, award-winning Middleby Residential showrooms. For more information about Middleby, please visit www.middleby.com.
Forward-Looking Statements
Statements in this press release or otherwise attributable to the Company regarding the Company’s business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the Company’s products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the Company’s SEC filings. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Contacts
Investor relations inquiries:
John Joyner
VP of Investor Relations
jjoyner@middleby.com
Media inquiries:
Darcy Bretz
VP of Corporate Communications
dbretz@middleby.com
OR
Matthew Sherman / Sharon Stern / Kaitlin Kikalo
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
MIDD-Media@joelefrank.com