Pentair Commercial Ice LLC entered into a definitive agreement to acquire Manitowoc Foodservice, Manitowoc Fsg, WELBILT China Food, Manitowoc FSG U.S. Holding and Certain Assets from Welbilt, Inc. (NYSE:WBT) and Manitowoc Ice, Inc. for approximately $1.6 billion on March 2, 2022. Pentair shall pay in cash, on a cash free and debt free basis, subject to customary post-closing adjustments. Pentair expects to fund the acquisition with new debt that is anticipated to be investment grade. As of March 24, 2022, Pentair and its subsidiary Pentair Finance S.à r.l. entered into a Loan Agreement providing for a five-year $600.0 million senior unsecured term loan facility to finance a portion of the purchase price and to pay related fees and expenses. Upon closing of this transaction, Manitowoc Ice shall operate within Water Solutions platform of the Consumer Solutions business segment. The agreement includes a termination fee amounting to $25 million payable by the seller. For the fiscal year ended December 31, 2021, Manitowoc Ice reported total revenues of $308 million, EBIT of $89 million and EBITDA of $92 million. Manitowoc Ice team will be joining Pentair upon closing of the transaction.

The transaction is subject to customary closing conditions, including necessary regulatory approvals and the substantially concurrent closing of the previously announced Agreement and Plan of Merger pursuant to which Welbilt has agreed to merge with a subsidiary of Ali Holding S.r.l. The transaction is expected to close in the first half of 2022. As of March 4, 2022, the transaction is expected to close in the second quarter of 2022. The transaction is expected to be approximately $0.25 of adjusted EPS accretion in 2023, and $0.40 in 2025. The expected adjusted EPS accretion in 2022 will be dependent on the timing of closing. As of July 11, 2022, the transaction is approved by U.K. Competition and Markets authority. The closing of the transaction is expected to occur on or around July 28, 2022. J.P. Morgan Securities LLC acted as financial advisor and Faegre Drinker Biddle & Reath LLP acted as legal advisor to Pentair. Goldman Sachs & Co. LLC acted as financial advisor and Becker, Barbara L. and Dolgonos, Boris of Gibson, Dunn & Crutcher LLP and Mark Kelly, Justin Howard, John Baron, Matthew Kent and Valarie Williams of Alston & Bird LLP acted as legal advisors to Welbilt. Mark Botti and Taylor Owings of Baker Botts L.L.P acted as legal advisor to Pentair Commercial Ice LLC.

Pentair Commercial Ice LLC completed the acquisition of Manitowoc Foodservice, Manitowoc Fsg, WELBILT China Food, Manitowoc FSG U.S. Holding and Certain Assets from Welbilt, Inc. (NYSE:WBT) and Manitowoc Ice, Inc. on July 28, 2022.