CHICAGO, May 25, 2021 / PRNewswire / – John Bean Technologies Corporation (NYSE: JBT) (the “Company”) today announced its intention to offer $ 350 million aggregate principal amount of the Convertible Senior Notes due 2026 (the “Notes”) under a private placement (the “Offering”). The Company also intends to grant the initial purchasers of the Notes an option to purchase up to a maximum of one. $ 52.5 million the aggregate principal amount of the Notes over a 13 day period commencing on and inclusive of the initial closing date of the offering.
The Company intends to use a portion of the net proceeds of the offering to pay for the cost of the convertible note hedging transactions described below (after this cost is partially offset by the proceeds from the sale of the warrants transactions. subscription described below). The Company expects to use the remaining net proceeds of the offering for general corporate purposes, which may include potential acquisitions or other strategic investments.
The Notes will constitute senior unsecured obligations of the Company. The notes will expire on May 15, 2026, unless previously converted, redeemed or redeemed. The Company will satisfy any conversion by paying in cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of its common shares or a combination of cash and cash. shares of its ordinary shares. at its option, with respect to the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Converted Notes. The interest rate, initial conversion rate and other terms of the Notes will be determined by negotiation between the Company and the original purchasers of the Notes.
With respect to ticket pricing, the Company expects to enter into privately traded convertible note hedging transactions with one or more brokers, which may include certain initial buyers or their respective affiliates and / or other financial institutions (the “Hedging counterparties”). These transactions are expected to hedge, subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the same number of common shares of the Company that initially underlie the Notes, and should generally reduce potential dilution to the Common Shares. of the Company and / or offset any potential cash payments that the Company is obligated to make in excess of the principal amount of the Converted Notes, in each case, on any conversion of the Notes. In parallel with the conclusion of the convertible note hedging transactions, the Company also plans to enter into warrants transactions with the hedging counterparties, relating to the same number of common shares of the Company, subject to customary anti-dilution adjustments. . The operations of warrants could separately have a dilutive effect on the common shares of the Company to the extent that the market price of the common shares of the Company exceeds the exercise price of the warrants on one or more of the dates of the warrants. applicable expiration.
If the original subscribers exercise their option to purchase additional Notes, the Company may sell additional Warrants and may use a portion of the proceeds from the sale of such additional Notes, as well as the proceeds from the sale of additional Warrants. , to enter into additional convertible contracts. note hedging transactions.
As part of establishing their initial hedges of hedging transactions and convertible bond warrants, the hedging counterparties (and / or their respective affiliates) have informed the Company that they plan to purchase common shares of the Company in secondary market transactions and / or to enter into various derivative transactions with respect to the common shares of the Company simultaneously or shortly after the pricing of the Notes, including with certain investors in the Notes , and may unwind these derivative trades and purchase common shares of the Company shortly after the Notes are priced. Remarks. Such activity could increase (or reduce the extent of any decrease) in the market price of the Company’s common shares or the Notes at that time. Hedging counterparties (and / or their respective affiliates) may also change their hedging positions by entering into or unwinding various derivatives on the ordinary shares of the Company and / or by buying or selling the ordinary shares of the Company in secondary market transactions following the price of the Notes and prior to the maturity of the Notes (and this is likely to occur after the conversion of the Notes, during any observation period related to a conversion of the Notes or on any redemption tickets). These hedging activities could have the effect of increasing or decreasing (or reducing the extent of any decrease or increase) in the market price of the Company’s common shares or the Notes.
The Notes are only offered to persons reasonably considered to be Qualified Institutional Purchasers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offer of Notes will only be made by way of a private offering memorandum. The Notes and Common Shares issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in any other jurisdiction. United States without registration or applicable exemption from registration requirements.
JBT Corporation (NYSE: JBT) is a leading global provider of technology solutions for high value segments of the food and beverage industry, focusing on protein, liquid food and automated system solutions. JBT designs, produces and services sophisticated products and systems for multinational and regional customers through its FoodTech segment. JBT also sells critical equipment and services to domestic and international air transport customers through its AeroTech segment. JBT Corporation employs approximately 6,200 people worldwide and operates sales, service, manufacturing and supply operations in more than 25 countries.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are non-historical information and are subject to risks and uncertainties which are beyond the control of JBT. Forward-looking statements include, among others, the ability to complete the Offer and the convertible notes hedging and guarantee transactions on favorable terms, if any, and general market conditions (including the COVID-19 pandemic and the related economic impact) which could affect the Offer and the convertible bond hedging and warrants transactions. Factors that could cause our actual results to differ materially from expectations include, but are not limited to the following factors: the duration of the COVID-19 pandemic and the effects of the pandemic on our ability to operate our business and our facilities, on our customers. , on our supply chains and the economy in general; fluctuations in our financial results; unforeseen delays or acceleration of our sales cycles; deteriorating economic conditions; disruptions in political, regulatory, economic and social conditions in the countries in which we do business; changes in trade regulations, quotas, duties or tariffs; risks associated with acquisitions; the effects of the UK’s exit from the EU; fluctuations in exchange rates; difficulty in implementing our business strategies; rising energy or raw material prices, freight costs and lack of availability of raw materials due to delays in the supply chain and inflationary pressures; changes in food consumption patterns; the effects of pandemic diseases, foodborne illnesses and diseases on various agricultural products; weather conditions and natural disasters; the impact of climate change and environmental protection initiatives; our ability to comply with the laws and regulations governing our contracts with the US government; acts of terrorism or war; termination or loss of major customer contracts and the risks associated with fixed price contracts; customer procurement initiatives; competition and innovation in our industries; our ability to develop and introduce new or improved products and services and to keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; catastrophic losses at one of our facilities and business continuity of our information systems; cybersecurity risks; the loss of key management and other staff; potential liability arising from the installation or use of our systems; our ability to comply with US and international laws governing our operations and industries; increases in tax debts; work stoppages; fluctuations in interest rates and returns on pension assets; availability and access to financial and other resources; and other factors described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed by JBT with the Securities and Exchange Commission. In addition, many of our risks and uncertainties are currently magnified by the COVID-19 pandemic and will continue to be. Given the very fluid nature of the COVID-19 pandemic, it is not possible to predict all of these risks and uncertainties. JBT cautions shareholders and potential investors that actual results may differ materially from those shown in forward-looking statements. JBT assumes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.
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SOURCE JBT Corporation