Spin-off - MIDDLEBY Corp

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Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Spin-off

Type: New

Accession Number: 000076952025000016

Filing Summary: On February 25, 2025, The Middleby Corporation announced its intent to separate its Food Processing business through a spin-off into an independent publicly traded entity. The transaction is expected to be completed by early 2026, pending certain conditions such as Board approval and SEC filings. This spin-off is anticipated to be tax-free for U.S. federal income tax purposes. Despite the announcement, there is no guarantee of the transaction's occurrence, timing, or specific terms. The document includes detailed financial data for the quarter ended March 29, 2025, highlighting an increase in net earnings to $92.352 million and total assets of $7.401 billion. Various operational metrics, including sales and restructuring expenses, are also detailed, as well as extensive notes on financial statements and management's discussion on overall performance and conditions.

Additional details:

Common Stock Shares Outstanding: 53481521

Net Earnings: 92352

Total Assets: 7401381

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Spin-off

Type: New

Accession Number: 000119312525035279

Filing Summary: On February 24, 2025, The Middleby Corporation entered into a Cooperation Agreement with Garden Investment Management, L.P. The agreement led to the appointment of Ed Garden to the Board of Directors for a term ending at the 2025 Annual Meeting. Garden Investment Management agreed to customary standstill restrictions and certain voting commitments for the upcoming annual meeting. Additionally, the Board was expanded from nine to eleven directors, with Julie Bowerman and Ed Garden filling the newly created positions. On February 25, 2025, a press release announced the separation of the food processing business into a standalone public company, referred to as a 'Spin-off.' The press release and further details were included as exhibits in the filing. John R. Miller III announced his retirement from the Board effective after the 2025 Annual Meeting.

Additional details:

Cooperation Agreement Date: 2025-02-24

Board Expansion To: 11

Director Added: Julie Bowerman

Director Added: Ed Garden

Retirement Notice: John R. Miller III

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