JBT Marel Corporation (NYSE and NASDAQ Iceland: JBTM) has announced its intention to offer $500 million aggregate principal amount of convertible senior notes due 2030 in a private offering, with an option for initial purchasers to buy up to an additional $75 million aggregate principal amount of the notes within a 13-day period. The company plans to use a portion of the net proceeds to pay the net cost of the convertible note hedge and warrant transactions and the remaining net proceeds to repay a portion of the borrowings outstanding under its revolving credit facility.
The notes will be senior unsecured obligations of the company and are expected to mature on September 15, 2030. They will be convertible prior to June 15, 2030, upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
In connection with the pricing of the notes, the company plans to enter into privately negotiated convertible note hedge transactions with certain dealers to cover the same number of shares of the company’s common stock that will initially underlie the notes. The company also expects to enter 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.
If the initial purchasers exercise their option to purchase additional notes, the company may sell additional warrants and 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.
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, and have not been registered under the Securities Act or the securities laws of any other jurisdiction.
JBT Marel Corporation is a leading global technology solutions provider to high-value segments of the food & beverage industry, operating sales, service, manufacturing, and sourcing operations in more than 30 countries.
This is a significant move for JBT Marel Corporation as it seeks to raise capital through the issuance of convertible senior notes, potentially impacting its financial position and capital structure in the near term. Today the company's shares have moved -0.53% to a price of $141.44. For the full picture, make sure to review JBT Marel Corp's 8-K report.
