CHICAGO, May 25, 2021 /PRNewswire/ -- John Bean
Technologies Corporation (NYSE: JBT) (the "Company") announced
today the pricing on May 25, 2021 of
the offering of $350 million aggregate principal amount of
0.25% convertible senior notes due 2026 (the "Notes") in a private
offering (the "Offering"). The Company also granted to the initial
purchasers of the Notes an option to purchase up to an additional
$52.5 million aggregate
principal amount of the Notes within a 13-day period beginning on,
and including, the initial closing date of the Offering. The
Offering and the convertible note hedge and warrant transactions
described below, are expected to close on May 28, 2021, subject to customary closing
conditions.
The Company intends to use a portion of the net proceeds from
the Offering to pay the cost of the convertible note hedge
transactions described below (after such cost is partially offset
by the proceeds to the Company from the sale of the warrant
transactions described below). The Company expects to use the
remaining net proceeds from the Offering for general corporate
purposes, which may include potential acquisitions or other
strategic investments.
The Notes will be senior unsecured obligations of the Company.
The Notes will bear an interest rate of 0.25% per year, payable
semiannually in arrears on May 15 and
November 15 of each year, beginning
on November 15, 2021. The Notes will
mature on May 15, 2026, unless
earlier converted, redeemed or repurchased. The initial conversion
rate for the Notes is 5.8958 shares of the Company's common stock
per $1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately
$169.61 per share of the Company's
common stock), which represents a conversion premium of
approximately 32.5% over the last reported sale price of
$128.01 per share of the Company's
common stock on The New York Stock Exchange ("NYSE") on
May 25, 2021.
Prior to the close of business on the business day immediately
preceding February 15, 2026, the
Notes will be convertible only upon satisfaction of certain
conditions and during certain periods, and thereafter, at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date. The Company will satisfy
any conversion by paying 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 stock or a combination of
cash and shares of its common stock, at its election, in respect of
the remainder, if any, of its conversion obligation in excess of
the aggregate principal amount of the Notes being converted.
Separately, the Notes will be redeemable, in whole or in part, at
the Company's option on or after May 20,
2024 upon the satisfaction of certain conditions.
In connection with the pricing of the Notes, the Company has
entered into privately negotiated convertible note hedge
transactions with certain dealers, which include certain initial
purchasers and/or their respective affiliates and/or other
financial institutions (the "hedge counterparties"). These
transactions are expected to cover, subject to customary
anti-dilution adjustments substantially similar to those applicable
to the Notes, the same number of shares of the Company's common
stock that will initially underlie the Notes, and are expected
generally to reduce the potential dilution to the Company's common
stock, and/or offset potential cash payments the Company is
required to make in excess of the principal amount of converted
notes, in each case, upon any conversion of the Notes. Concurrently
with entry into the convertible note hedge transactions, the
Company has also entered into warrant transactions with the hedge
counterparties relating to the same number of shares of the
Company's common stock, subject to customary anti-dilution
adjustments. The strike price of the warrant transactions will
initially be approximately $240.02
per share, which represents a 87.5% premium to the last reported
sale price of the Company's common stock on the NYSE on
May 25, 2021. The warrant
transactions could separately have a dilutive effect on the
Company's common stock to the extent that the market price of the
Company's common stock exceeds the strike price of the warrants on
one or more of the applicable expiration dates.
If the initial purchasers 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, together with the proceeds from the sale of additional
warrants, to enter into additional convertible note hedge
transactions.
In connection with establishing their initial hedges of the
convertible note hedge and warrant transactions, the hedge
counterparties (and/or their respective affiliates) have advised
the Company that they expect to purchase shares of the Company's
common stock in secondary market transactions and/or enter into
various derivative transactions with respect to the Company's
common stock concurrently with or shortly after the pricing of the
Notes, including with certain investors in the Notes, and may
unwind these derivative transactions and purchase shares of the
Company's common stock shortly after the pricing of the Notes. This
activity could increase (or reduce the size of any decrease in) the
market price of the Company's common stock or the Notes at that
time. The hedge counterparties (and/or their respective affiliates)
may also modify their hedge positions by entering into or unwinding
various derivatives with respect to the Company's common stock
and/or purchasing or selling the Company's common stock in
secondary market transactions following the pricing of the Notes
and prior to maturity of the Notes (and are likely to do so
following conversion of the Notes, during any observation period
related to a conversion of the Notes or upon any repurchase of the
Notes). These hedging activities could have the effect of
increasing or decreasing (or reducing the size of any decrease or
increase in) the market price of the Company's common stock or the
Notes.
The Notes are being offered only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. Any offers of the Notes
are being made only by means of a private offering memorandum. The
Notes and any common stock 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 the United States without registration or an
applicable exemption from registration requirements.
JBT Corporation (NYSE: JBT) is a leading global technology
solutions provider to high-value segments of the food &
beverage industry with focus on proteins, liquid foods and
automated system solutions. JBT designs, produces and services
sophisticated products and systems for multi-national and regional
customers through its FoodTech segment. JBT also sells critical
equipment and services to domestic and international air
transportation customers through its AeroTech segment. JBT
Corporation employs approximately 6,200 people worldwide and
operates sales, service, manufacturing and sourcing operations in
more than 25 countries.
This release contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are information of a non-historical
nature and are subject to risks and uncertainties that are beyond
JBT's ability to control. Forward-looking statements include, among
others, the ability to complete the Offering and the convertible
note hedge and warrant transactions on favorable terms, if at all,
and general market conditions (including the COVID-19 pandemic and
related economic impact) which might affect the Offering and the
convertible note hedge and warrant transactions. The 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 facilities, on
our customers, on our supply chains and on the economy generally;
fluctuations in our financial results; unanticipated delays or
acceleration in our sales cycles; deterioration of economic
conditions; disruptions in the political, regulatory, economic and
social conditions of the countries in which we conduct business;
changes to trade regulation, quotas, duties or tariffs; risks
associated with acquisitions; effects of the U.K.'s exit from the
E.U.; fluctuations in currency exchange rates; difficulty in
implementing our business strategies; increases in energy or raw
material prices, freight costs, and lack of availability of raw
materials driven by supply chain delays and inflationary pressures;
changes in food consumption patterns; impacts of pandemic
illnesses, food borne illnesses and diseases to various
agricultural products; weather conditions and natural disasters;
impact of climate change and environmental protection initiatives;
our ability to comply with the laws and regulations governing our
U.S. government contracts; acts of terrorism or war; termination or
loss of major customer contracts and risks associated with
fixed-price contracts; customer sourcing initiatives; competition
and innovation in our industries; our ability to develop and
introduce new or enhanced products and services and keep pace with
technological developments; difficulty in developing, preserving
and protecting our intellectual property or defending claims of
infringement; catastrophic loss at any of our facilities and
business continuity of our information systems; cyber-security
risks; loss of key management and other personnel; potential
liability arising out of the installation or use of our systems;
our ability to comply with U.S. and international laws governing
our operations and industries; increases in tax liabilities; work
stoppages; fluctuations in interest rates and returns on pension
assets; availability of and access to financial and other
resources; and other factors described under the captions "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 amplified by and will continue to be
amplified by the COVID-19 pandemic. Given the highly fluid nature
of the COVID-19 pandemic, it is not possible to predict all such
risks and uncertainties. JBT cautions shareholders and prospective
investors that actual results may differ materially from those
indicated by the forward-looking statements. JBT undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
developments, subsequent events or changes in circumstances or
otherwise.
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Investors &
Media:
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Megan
Rattigan
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+1 312 861
6048
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SOURCE JBT Corporation