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): December 31, 2007
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
1-9973
(Commission
File Number)
|
36-3352497
(IRS
Employer
Identification
No.)
|
|
1400
Toastmaster Drive, Elgin, Illinois
(Address
of Principal Executive Offices)
|
60120
(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
December 31, 2007, The Middleby Corporation issued a press release announcing
it
had completed its acquisition of 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 December 31, 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
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|||
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Dated:
December 31, 2007
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By:
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/s/
Timothy J. FitzGerald
|
|
|
Timothy
J. FitzGerald
Vice
President and
Chief
Financial Officer
|
|||
Exhibit
Index
| Exhibit No. | Description |
|
Exhibit
99.1
|
Press
release dated December 31, 2007 of The Middleby Corporation.
|
The
Middleby Corporation Acquires New Star Holdings, Inc.
ELGIN,
Ill.--(BUSINESS
WIRE)--The Middleby Corporation (NASDAQ: MIDD) today announced it
completed the previously announced acquisition of New Star Holdings, Inc.
for $188.4 million in cash in accordance with terms of a purchase agreement
entered into November 18, 2007. The acquisition was financed under a
newly established senior revolving credit facility. The acquisition
closed on December 31, 2007, the first day of Middleby’s 2008 fiscal year, and
therefore will have no impact on the 2007 reported financial
results.
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. This
transaction compliments Middleby’s portfolio of leading brands in the commercial
foodservice equipment industry.
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®, Bloomfield®, Carter
Hoffman®, CTX®, Holman®, Houno®, Jade®, Lang®, MagiKitch'n®, Middleby Marshall®,
Nu-Vu®, Pitco Frialator®, Southbend®, Star®, Toastmaster®, and Wells®. 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 (amounts in thousands):
|
Net
Income As Reported
|
$
|
6,255
|
|
Interest
|
2,932
|
|
|
Taxes
|
3,090
|
|
|
Depreciation
|
1,237
|
|
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Amortization
|
1,863
|
|
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2007
Facility Closing Costs
|
1,429
|
|
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Acquisition
Related Expenses
|
879
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|
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2007
Facility Closure Cost Savings
|
2,122
|
|
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LTM
Adjusted EBITDA
|
$
|
19,807
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Contacts
The
Middleby Corporation
Darcy
Bretz, 847-429-7756
Investor
and Public Relations
Tim
Fitzgerald, 847-429-7744
Chief
Financial Officer