Corporate
Acquisitions

The Middleby Corporation To Acquire Taylor

May. 18, 2018

The Middleby Corporation (NASDAQ: MIDD) today announced that it has entered into a definitive agreement to acquire the Taylor Company from UTC Climate, Controls & Security, a unit of United Technologies for $1.0 billion. Taylor is a world leader in beverage solutions, soft serve and ice cream dispensing equipment, frozen drink machines, and automated double‐sided grills. Middleby will finance the all‐cash acquisition under its existing revolving credit facility. In 2017, Taylor had revenues of approximately $315 million and $65 million of adjusted earnings before interest, taxes and depreciation (“EBITDA”). The transaction has been structured to provide Middleby with a tax step‐up with a net present value of approximately $150 million. The transaction completion is subject to customary closing conditions, including regulatory approvals, with an expected closing early in the third quarter of 2018.

Financial Highlights

  • Transaction includes expected cash tax benefits of approximately $16 million annually, with a net present value of approximately $150 million, associated with a section 338(h)(10) election that creates a depreciable/ amortizable “stepped‐up” tax basis (to fair market value) in certain Taylor U.S. assets.
  • Targeted synergies in excess of $15 million
  • Expected to be EPS accretive within the first year of acquisition
  • Middleby Debt to EBITDA leverage ratio post transaction less than 3.0 times by end of 2018
  • Expected interest cost of LIBOR + 1.625% at transaction close'
  • Estimated non‐cash depreciation and amortization of $25 to $30 million per annum

Selim A. Bassoul, Chairman and CEO, stated, “The acquisition of Taylor is highly strategic for Middleby and bolsters Middleby’s overall position as an industry leader in commercial foodservice. Taylor is a unique and premium brand in the commercial foodservice industry with leading positions in beverage, frozen dessert and grilling that are highly complementary to our existing offerings. Taylor products are well represented across the top restaurant chains and have significant presence across all foodservice segments including quick serve, casual dining, retail, convenience stores, and institutional foodservice establishments. The acquisition further deepens our presence in these categories and with existing customers for new offerings in the kitchen.”

“Taylor provides a leading platform to continue to build our portfolio of beverage solutions, complementing our existing brands and technologies in this product category. We believe Taylor is well positioned for growth as customers continue to invest in and expand their beverage offerings. Additionally, there are significant technology synergies amongst Taylor and our existing related businesses, which should further add to the growth opportunities in this category.”

Mr. Bassoul continued, “The Taylor automated double‐sided grill expands our cooking lineup with an advanced technology that provides customers with a specialized solution addressing labor savings, food safety and superior cooking performance. This acquisition enhances Middleby’s existing capabilities in automated cooking solutions and adds a critical technology as we further develop our portfolio of automated cooking solutions.”

Mr. Bassoul concluded, “We are very excited to have the Taylor management team and employees join the Middleby group of companies. The Taylor leadership team has deep industry experience and is highly respected by customers. This team has guided the company to strong levels of profitability and consistent financial performance over many years. We look forward to having them continue to lead the Taylor business, which will continue to operate from its existing facilities in Rockton, Illinois.”

For more information on Taylor Company please visit www.taylor‐company.com.