Item 1.01. Entry into a Material Definitive Agreement.






Merger Agreement



Overview



On December 11, 2022, Weber Inc., a Delaware corporation (the "Company"), Ribeye
Parent, LLC, a Delaware limited liability company ("Parent"), and Ribeye Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which, among other things, on the terms and subject to
the conditions set forth therein, Merger Sub will merge with and into the
Company (the "Merger"), with the Company surviving the Merger. Parent and Merger
Sub are affiliates of BDT Capital Partners, LLC ("BDT"). Certain other
affiliates of BDT, including Byron D. Trott, BDT Capital Partners I-A
Holdings, LLC and BDT WSP Holdings, LLC (collectively, the "Fund I Holders"),
and BDT Family Holdings, LLC (together with the Fund I Holders, the "Specified
Holders"), collectively, hold (i) a majority of the Company's outstanding
Class A common stock, $0.001 par value per share (the "Class A Shares"), (ii) a
majority of (a) the Company's outstanding Class B common stock, $0.00001 par
value per share (the "Class B Shares" and, together with the Class A Shares,
the "Common Shares") and (b) the Class B Shares held by the stockholders party
to the Stockholders Agreement (the "Stockholders Agreement"), dated August 9,
2021, by and among the Company, Weber HoldCo, LLC ("HoldCo") and certain other
parties set forth therein, and (iii) a majority of the outstanding Common
Shares.



A special committee (the "Special Committee") of the board of directors (the
"Board") of the Company consisting only of independent and disinterested
directors of the Company has (i) determined that the Merger Agreement and the
transactions contemplated thereby (the "Transactions"), including the Merger, on
the terms and subject to the conditions set forth therein, are advisable, fair
to and in the best interests of the Company and the Company's stockholders
(excluding the Specified Holders and their respective affiliates) and (ii)
recommended that the Board (a) approve the Merger Agreement and the
Transactions, including the Merger, and (b) recommend adoption and approval of
the Merger Agreement and the Transactions, including the Merger, to the
Company's stockholders



The Board, acting in reliance upon the recommendation of the Special Committee,
has (i) determined that the Merger Agreement and the Transactions, including the
Merger, on the terms and subject to the conditions set forth therein, are
advisable, fair to and in the best interests of the Company and its stockholders
(excluding the Specified Holders and their respective affiliates), (ii) approved
the Merger Agreement, the execution and delivery by the Company of the Merger
Agreement, the performance by the Company of its obligations contained therein
and the consummation of the Transactions, including the Merger, on the terms and
subject to the conditions contained in the Merger Agreement and (iii) resolved
to recommend adoption and approval of the Merger Agreement and the Transactions,
including the Merger, to the Company's stockholders.



At the effective time of the Merger (the "Effective Time"), on the terms and
subject to the conditions set forth in the Merger Agreement, each Class A Share
that is issued and outstanding immediately prior to the Effective Time (other
than (i) Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT
WSP Holdings, LLC, (ii) any Common Shares canceled pursuant to the Merger
Agreement and (iii) any dissenting Class A Shares) will be converted into the
right to receive an amount in cash equal to $8.05 per Class A Share, without
interest (the "Merger Consideration"). All of the Class A Shares held by BDT
Capital Partners I-A Holdings, LLC and BDT WSP Holdings, LLC and all of the
issued and outstanding Class B Shares will be converted into an equal number of
Class A Shares and Class B Shares, respectively, of the surviving company and
remain outstanding. Holders of Class B Shares and paired units of HoldCo will
have the right pursuant to the Amended and Restated Limited Liability Company
Agreement of HoldCo (the "HoldCo LLC Agreement"), as amended by the First
Amendment to the HoldCo LLC Agreement (as further described below), to
participate in the Merger by delivering a notice of participation on or prior to
the date that is 11 days after the Company first files its preliminary
Information Statement on Schedule 14C (the "Information Statement") with the
U.S. Securities and Exchange Commission ("SEC") in connection with the Merger.

Treatment of Company Equity Awards





Pursuant to the Merger Agreement, at the Effective Time, each outstanding option
to purchase Class A Shares, award of restricted stock units with respect to the
Class A Shares ("Company RSU Award") and limited liability interest designated
as a "Profit Unit" in HoldCo, in each case, whether vested or unvested, will
remain outstanding and continue to be subject to the same terms and conditions
as immediately prior to the Effective Time, as set forth in the applicable
Company equity plan and award agreement, except that any Company RSU Award held
by any director of the Company who is not an employee of the Company, Parent or
any of their respective affiliates (a "Director RSU Award") will instead
accelerate in full and be canceled, with the holder thereof being entitled to
receive, in respect of such cancelation, without interest, an amount in cash
equal to (i) the number of Class A Shares subject to such Director RSU Award
immediately prior to the Effective Time multiplied by (ii) the Merger
Consideration.



Closing Conditions



The obligation of the parties to consummate the Merger is subject to various
conditions, including: (i) adoption of the Merger Agreement by holders of (a) a
majority of the outstanding Class A Shares, (b) a majority of (1) the
outstanding Class B Shares and (2) the Class B Shares held by the stockholders
party to the Stockholders Agreement, and (c) a majority of the outstanding
Common Shares; (ii) the absence of any judgment or law prohibiting the
consummation of the Merger; (iii) the mailing of the Information Statement and
the passage of 20 days thereafter; (iv) the expiration of the waiting period
applicable to the Transactions under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; (v) the accuracy of the representations
and warranties of the parties (subject to customary materiality qualifiers); and
(vi) each party's performance in all material respects of its covenants and
obligations contained in the Merger Agreement. The Merger Agreement does not
contain a financing condition. Following the execution of the Merger Agreement,
the Specified Holders executed and delivered to the Company a written consent
adopting the Merger Agreement and approving the Merger (the "Stockholder
Consent"), thereby providing the required stockholder approval for the Merger.
No further action by holders of Common Shares is required to complete the
Merger.



No-Shop

Under the Merger Agreement, the Company is subject to a customary "no-shop" provision that restricts the Company and its representatives from soliciting . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading "Loan Agreement" under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On December 12, 2022, the Company issued a joint press release with Parent announcing entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No. Description

2.1* Agreement and Plan of Merger, dated December 11, 2022, by and among

Weber Inc., Ribeye Parent, LLC and Ribeye Merger Sub, Inc.

10.1 Loan Agreement, dated December 11, 2022, by and among Weber-Stephen

Products LLC and Ribeye Parent, LLC

10.2 Amendment No. 1, dated December 11, 2022, to Loan Agreement, dated

November 8, 2022, by and among Weber-Stephen Products LLC and

BDT Capital

Partners Fund I, L.P. and BDT Capital Partners Fund I-A, L.P.

10.3 Amendment No. 1, dated December 11, 2022, to Tax Receivable Agreement,


            dated August 9, 2021, by and among the Company, Weber HoldCo,

LLC and the


            other persons and entities party thereto
  10.4        First Amendment, dated December 11, 2022, to Amended and Restated
            Limited Liability Company Agreement of Weber HoldCo, LLC, dated August 9,
            2021, by and among the Company, Weber HoldCo, LLC and the other persons
            and entities party thereto
  99.1        Press Release, dated December 12, 2022
104         Cover Page Interactive Data File (embedded within the inline XBRL
            document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

Cautionary Note Regarding Forward-Looking Statements





This Current Report on Form 8-K, and the documents referred to herein, contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. We have used the words "approximately," "anticipate," "assume,"
"believe," "contemplate," "continue," "could," "estimate," "expect," "future,"
"intend," "may," "plan," "potential," "predict," "project," "seek," "should,"
"target," "will" and similar terms and phrases to identify forward-looking
statements. All of our forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those

that
we are expecting, including:

• risks associated with transactions generally, such as the inability to obtain,

or delays in obtaining, any required regulatory approvals or other consents;

• the failure to consummate or delay in consummating the Merger for other

reasons;

• the risk that a condition to closing of the Merger may not be satisfied;

• the occurrence of any event, change or other circumstances that could give


    rise to the termination of the Agreement;


  • the outcome of any legal proceedings that may be instituted following
    announcement of the Merger;

• failure of Parent to obtain the financing required to consummate the Merger;




  • failure to retain key management and employees of the Company;

• issues or delays in the successful integration of the Company's operations

with those of Parent, including incurring or experiencing unanticipated costs

and/or delays or difficulties;

• unfavorable reaction to the Merger by customers, competitors, suppliers and

employees;

• unpredictability and severity of catastrophic events, including but not

limited to acts of terrorism, war or hostilities or the COVID-19 pandemic, as


    well as management's response to any of the aforementioned factors; and


  • additional factors discussed in the Company's filings with the SEC.





The forward-looking statements contained in this Current Report on Form 8-K are
based on management's current plans, estimates and expectations in light of
information currently available to the Company and are subject to uncertainty
and changes in circumstances. There can be no assurance that future developments
affecting the Company will be those that the Company has anticipated. Actual
results may differ materially from these expectations due to changes in global,
regional or local political, economic, business, competitive, market, regulatory
and other factors, many of which are beyond our control, as well as the other
factors described in Item 1A, "Risk Factors" in the Company's 2021 10-K filed
with the SEC on December 14, 2021, as supplemented in Item 1A. "Risk Factors" of
the Company's Quarterly Report on Form 10-Q filed with the SEC on August 15,
2022. Should one or more of these risks or uncertainties materialize or should
any of our assumptions prove to be incorrect, our actual results may vary in
material respects from what we may have expressed or implied by these
forward-looking statements. Any forward-looking statement made by the Company
speaks only as of the date on which it is made. All future written and oral
forward-looking statements attributable to the Company or persons acting on the
Company's behalf are expressly qualified in their entirety by the previous
statements. The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by applicable securities
laws.

Additional Information and Where to Find It





The Company will prepare the Information Statement for its stockholders with
respect to the approval of the Transactions. When completed, the Information
Statement will be mailed to the Company's stockholders. You may obtain copies of
the Information Statement, Schedule 13E-3, any amendment or supplements thereto,
other relevant materials (when available) and all documents filed by the Company
with the SEC regarding this transaction, free of charge, at the SEC's website,
www.sec.gov or from the Company's website at https://investors.weber.com.

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