JBT Marel Corporation (<NYSE and Nasdaq Iceland: JBTM>) successfully priced a private offering of $500 million in 0.375 percent convertible senior notes maturing in 2030. The offering includes an option for underwriters to purchase an additional $75 million. The notes are expected to close on September 9, 2025.
The company intends to allocate a portion of the net proceeds to cover costs associated with hedging transactions. The remaining funds will be used to reduce borrowings under its revolving credit facility. JBT Marel plans to utilize its credit facility and/or cash reserves to refinance its existing 0.25 percent convertible senior notes due 2026.
These notes will be senior unsecured obligations bearing 0.375 percent annual interest, payable semi-annually. They mature on September 15, 2030, unless converted, redeemed, or repurchased earlier. The initial conversion rate is set at 5.3258 shares per $1,000 principal amount, representing a premium over the last reported share price.
Conversion of the notes is subject to specific conditions and timeframes. The company has the option to pay cash, shares, or a combination of both to satisfy conversion obligations. Redemption of the notes is also possible under certain conditions after September 20, 2028.
Simultaneously, JBT Marel engaged in convertible note hedge transactions with dealers, aiming to mitigate the dilutive impact on common stock. These transactions involve warrants with a strike price representing a 100 percent premium to the last reported share price. The warrants could have a dilutive effect if the market price exceeds the strike price.
The underwriters of the notes are expected to engage in market activities that could influence the market price of JBT Marel’s common stock and notes. These actions may involve buying shares or engaging in derivative transactions. Their hedging strategies could impact the market price of the company’s stock and notes.
The notes are offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The offering is made through a private offering memorandum. The notes and any issuable common stock are not registered under the Securities Act or other jurisdictions’ securities laws.
JBT Marel is a global provider of technology solutions to the food and beverage industry. The company integrates the strengths of both JBT and Marel organizations to deliver comprehensive solutions. They design, manufacture, and service technology and software for various food and beverage markets. JBT Marel operates across more than 30 countries.
The press release includes forward-looking statements, subject to risks and uncertainties. Actual results may differ materially from expectations due to various factors. The company does not undertake any obligation to update or revise these statements.
Marlee Spangler is available to address investor and media inquiries.
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