UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 19,
2007
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
1-9973
|
36-3352497
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
|
1400
Toastmaster Drive, Elgin, Illinois
|
60120
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
(847)
741-3300
|
||
|
(Registrant’s
telephone number, including area code)
|
||
|
N/A
|
||
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
||
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD
Disclosure.
On
November 19, 2007, The Middleby Corporation issued a press release announcing
it
has entered into an agreement to acquire New Star International Holdings,
Inc. A copy of that press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
The
information furnished pursuant to this Current Report on Form 8-K (including
the
exhibit hereto) shall not be considered “filed” under the Securities Exchange
Act of 1934, as amended, nor shall it be incorporated by reference into future
filings by the Company under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, unless the Company expressly
sets forth in such future filing that such information is to be considered
“filed” or incorporated by reference therein.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
|
Exhibit
99.1
|
Press
release dated November 19, 2007 of The Middleby
Corporation.
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
THE
MIDDLEBY CORPORATION
|
||||
|
Dated:
November 19, 2007
|
By
|
/s/
Timothy J. FitzGerald
|
||
|
Timothy
J. FitzGerald
|
||||
|
Vice
President and
|
||||
|
Chief
Financial Officer
|
||||
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
Exhibit
99.1
|
Press
release dated November 19, 2007 of The Middleby
Corporation.
|
|
The
Middleby Corporation Acquires New Star Holdings International,
Inc.
ELGIN,
IL.--(BUSINESS WIRE) -- November 19, 2007 -- The Middleby Corporation
(NASDAQ:MIDD) today announced it has entered into an agreement to acquire New
Star Holdings International, Inc. for $188 million in cash due at
closing. The acquisition is expected to close in mid December 2007
subject to the satisfaction of closing conditions and regulatory
approval. New Star Holdings, Inc. is comprised of three industry
leading brands including Star, Holman, and Lang. The acquired company
has annual revenues of approximately $100 million and earnings before interest,
taxes, depreciation and amortization (“EBITDA”) of approximately $20
million. The transaction will be financed under a new senior
revolving credit facility lead by Bank of America. This transaction
compliments Middleby’s portfolio of brands in the commercial foodservice
equipment industry.
“We
are extremely excited to announce this transaction,” commented Chairman and
Chief Executive Officer Selim Bassoul. “The rapid growth of the fast
casual segment and the rise of the bakery cafes are drivers for the future
growth of Middleby. The acquisition of Star, Holman and Lang
compliments Middleby’s technologies and product offerings for these
segments. Star and Holman also provides Middleby with an entry into
the convenience store segment. The demand for foodservice equipment
by convenience stores is growing as these outlets continue to expand their
hot
food offerings. This trend is occurring domestically, as well as in
emerging markets where Middleby has strong sales and service
capabilities. We anticipate this acquisition will be accretive to
earnings in 2008.”
Statements
in this press release or otherwise attributable to the Company regarding the
Company's business which are not historical fact are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company cautions investors that such
statements are estimates of future performance and are highly dependent upon
a
variety of important factors that could cause actual results to differ
materially from such statements. Such factors include variability in financing
costs; quarterly variations in operating results; dependence on key customers;
international exposure; foreign exchange and political risks affecting
international sales; changing market conditions; the impact of competitive
products and pricing; the timely development and market acceptance of the
Company's products; the availability and cost of raw materials; and other risks
detailed herein and from time-to-time in the Company's SEC filings.
The
Middleby Corporation is a global leader in the foodservice equipment industry.
The company develops, manufactures, markets and services a broad line of
equipment used for commercial food cooking, preparation and processing. The
company's leading equipment brands serving the commercial foodservice industry
include Blodgett®, Blodgett Combi®, Blodgett Range®, Carter Hoffman®, CTX®,
Holman®, Houno®, Jade®, Lang®, MagiKitch'n®, Middleby Marshall®, Nu-Vu®, Pitco
Frialator®, Southbend®, Star®, and Toastmaster®. The company’s leading equipment
brands serving the food processing industry include Alkar®, MP Equipment®, and
RapidPak®. The Middleby Corporation was recognized by
Business
Week
as one of the Top 100 Hot Growth Companies of 2007, by Crain’s Chicago Business
as one of the Fastest 50 Growth Companies in 2007, and by Forbes as one of
the
Best Small Companies in 2007.
Note: Middleby
believes that EBITDA is a useful financial performance measurement for assessing
the operating performance of a company and that, together with net income and
cash flows, EBITDA provides investors with an additional basis to evaluate
the
ability of a company to incur and service debt and incur capital
expenditures. However, EBITDA is not a measure of financial
performance of liquidity under GAAP and accordingly should not be considered
as
an alternative to net income, as an indicator of a company's operating
performance or to cash flows as a measure of liquidity. In addition, it should
be noted that not all comparable companies that report EBITDA or adjustments
to
such measures calculate EBITDA or such adjustments in the same manner, and
therefore, one company's measure of EBITDA may not be comparable to similarly
titled measures used by other comparable companies. A reconciliation
of the acquired company’s Net Income to EBITDA for the twelve month period ended
October 31, 2007 is as follows:
| Net Income As Reported |
6,255
|
||
| Interest |
2,932
|
||
| Taxes |
3,090
|
||
| Depreciation |
1,237
|
||
| Amortization |
1,863
|
||
| Facility Closing Costs |
1,429
|
||
| Acquisition Related Expenses |
879
|
||
| Facility Closure and Cost Savings |
2,122
|
||
| LTM Adjusted EBITDA |
19,807
|
#
# #
|
Contact:
|
Darcy
Bretz, Investor and Public Relations, (847) 429-7756
|
|
|
Tim
Fitzgerald, Chief Financial Officer, (847) 429-7744
|