John Bean Technologies Corporation (NYSE:JBT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March 7, 2017, John Bean Technologies Corporation (the
Company) entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as
the representatives for the underwriters named in Schedule A
thereto (the Underwriters), in connection with the offering of
2,000,000 shares of the Companys common stock, par value $0.01
per share (the Common Stock), sold by the Company (the Offering)
at a public offering price of $85.00 per share, less an
underwriting discount of $4.675 per share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to 300,000 additional shares of
Common Stock on the same terms. On March8, 2017, the Underwriters
exercised this option in full.
The Company expects to receive net proceeds from the Offering of
approximately $184.1 million after deducting underwriting
discount and estimated expenses of the Offering. The Company
intends to use the net proceeds from the Offering to repay a
portion of the Companys outstanding borrowings under its
revolving credit facility and for general corporate purposes.
The Underwriting Agreement contains customary representations,
warranties, covenants and conditions. In the Underwriting
Agreement, the Company agreed to indemnify the Underwriters
against certain liabilities that could be incurred by them in
connection with the Offering.
The Offering is being made to an automatically effective
Registration Statement on Form S-3ASR (File No.333-215465) filed
with the Securities and Exchange Commission (the SEC) on
January9, 2017. A prospectus supplement relating to the Offering
has been filed with the SEC. The closing of the Offering is
expected to occur on March 13, 2017, subject to customary closing
conditions.
The foregoing summary of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement, which
is attached as Exhibit 1.1 to this Report and is incorporated
herein by reference.
| Item8.01 | Other Events. |
On March7, 2017, the Company issued a press release announcing
that it had priced the Offering. A copy of the press release is
furnished as Exhibit 99.1 to this Report and is incorporated
herein by reference. Kirkland Ellis LLP has issued an opinion,
dated March9, 2017, to the Company regarding certain legal
matters with respect to the Offering, a copy of which is filed as
Exhibit 5.1 hereto.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
Underwriting Agreement, dated March 7, 2017, among John Bean Technologies Corporation and Merrill Lynch, Pierce, Fenner Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives for the underwriters named in Schedule A thereto. |
|
| 5.1 | Opinion of Kirkland Ellis LLP. | |
| 23.1 | Consent of Kirkland Ellis LLP (included in Exhibit 5.1). | |
| 99.1 | Press release, dated March 7, 2017. | |
| 99.2 |
Information relating to Part II, Item 14. Other Expenses of Issuance and Distribution of the Companys Registration Statement on Form S-3ASR (Reg. No.333-215465). |
About John Bean Technologies Corporation (NYSE:JBT)
John Bean Technologies Corporation (JBT) is a technology solutions provider to the segments of the food processing and air transportation industries. The Company designs, manufactures, tests and services technological systems and products. It operates through two segments. The JBT FoodTech segment designs, manufactures services and food processing systems used for fruit juice production, frozen food production, in-container food production and convenience food preparation, among others by the food industry. The product offerings of its FoodTech businesses include Protein, Liquid Foods and Automated Systems. The JBT AeroTech segment designs, manufactures and services airport ground support and gate equipment and provides services for airport authorities; airlines, airfreight and ground handling companies; the defense contractors, and other industries. The product offerings of its AeroTech businesses include Mobile Equipment, Fixed Equipment and Airport Services. John Bean Technologies Corporation (NYSE:JBT) Recent Trading Information
John Bean Technologies Corporation (NYSE:JBT) closed its last trading session down -1.70 at 88.20 with 433,092 shares trading hands.
