Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 5, 2022

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Welbilt, Inc.

(Exact name of registrant as specified in its charter)

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Delaware			1-37548			47-4625716
(State or other jurisdiction  of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

     2227 Welbilt Boulevard, New Port Richey, Florida 34655           

(Address of principal executive offices) (ZIP code)

[phone]

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

WBT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01.    Other Events

On July 5, 2022, Welbilt, Inc. (the "Company") elected to redeem all of its outstanding 9.500% Senior Notes due 2024 (the "Notes") pursuant to a notice of conditional redemption under the indenture governing the Notes. The redemption, which is expected to take place on August 4, 2022, is conditioned upon the consummation of the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated July 14, 2021, among the Company, Ali Holding S.r.l., an Italian società a responsabilità limitata ("Ali"), Ali Group North America Corporation, a Delaware corporation and a wholly owned subsidiary of Ali ("Acquiror"), and Ascend Merger Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror. There can be no assurances as to when or if such condition will be satisfied.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for a discussion of such risks and uncertainties.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WELBILT, INC.
Date: July 5, 2022			By:			/s/ Joel H. Horn
						Joel H. Horn
						Executive Vice President, General Counsel and Corporate Secretary

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