UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 30, 2023, John Bean Technologies Corporation (the “Company”) announced that the Company, JBT AeroTech Corporation, a wholly-owned subsidiary of the Company (“AeroTech”), and Oshkosh Corporation, a Wisconsin corporation (“Purchaser”), entered into a Stock and Asset Purchase Agreement, dated as of May 26, 2023, pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to sell AeroTech and certain related assets and liabilities to Purchaser (the “Transaction”). On June 9, 2023, the Company, John Bean Technologies Europe B.V. (the “Dutch Borrower” and, collectively with the Company, the “Borrowers”), the lenders party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders the (“Administrative Agent”), entered into a Limited Consent and Release (the “Limited Consent”) to the Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of December 14, 2021, by and among the Borrowers, the Lenders, and the Administrative Agent, pursuant to which the Lenders and the Administrative Agent (a) provided a consent to the Transaction to the extent required under the terms of the Credit Agreement and (b) agreed to (x) release and discharge each of AeroTech and JBT Lektro, Inc. from their respective obligations as a Subsidiary Guarantor (as defined in the Credit Agreement) and (y) release and terminate all Liens (as defined in the Credit Agreement), encumbrances, pledges and security interests granted by such entities pursuant to the Credit Agreement..
The foregoing description of the Limited Consent does not purport to be complete and is qualified in its entirety by reference to the Limited Consent, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Limited Consent and Release, dated June 9, 2023, by and among the Borrowers, the Company, and the Administrative Agent | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| John Bean Technologies Corporation | ||||||
| Date: June 14, 2023 | By: | /s/ Matthew J. Meister | ||||
| Name | Matthew J. Meister | |||||
| Title | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||