JBT Marel Corporation Announces Closing of Convertible Senior Notes

JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) announced today that it has closed its previously announced private offering (the "Offering") of $575 million aggregate principal amount of 0.375 percent convertible senior notes due 2030 (the "Notes"), which includes $75 million aggregate principal amount of Notes issued in connection with the initial purchasers' full exercise of their option to acquire additional Notes. The Company utilized the net proceeds from the Offering to execute convertible note hedge and warrant transactions and repay a portion of the borrowings outstanding under its revolving credit facility. The Company subsequently intends to draw on its revolving credit facility and/or use cash on hand to repay or otherwise refinance its 0.25 percent convertible senior notes due 2026 (the "2026 notes") at or prior to the maturity of the 2026 notes.

"We are pleased to complete the closing of our senior convertible notes transaction, as we took advantage of the robust convertible market and its low borrowing costs," said Matt Meister, Chief Financial Officer. "We believe the Notes, with a coupon rate of 37.5 basis points, will generate meaningful annual interest expense savings relative to a traditional high-yield note issuance. Additionally, by executing the corresponding convertible note hedge and warrant transactions, we have effectively mitigated shareholder dilution until the JBTM share price reaches $283.42 per share."

The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). This release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes were made only by means of a private offering memorandum. The Notes and any common stock issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This release also shall not constitute an offer to purchase, or the solicitation of an offer to sell, the 2026 notes.

About JBT Marel Corporation

JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT Marel brings together the complementary strengths of both the JBT and Marel organizations to transform the future of food. JBT Marel provides a unique and holistic solutions offering by designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets. JBT Marel aims to create better outcomes for customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain. JBT Marel operates sales, service, manufacturing, and sourcing operations in more than 30 countries.

Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by JBT Marel will be achieved. These forward-looking statements include, among others, statements regarding the Offering and the use of proceeds therefrom. The factors that could cause JBT Marel's actual results to differ materially from expectations include, but are not limited, to the factors described under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in JBT Marel's most recent Annual Report on Form 10-K and in any subsequently filed Quarterly Reports on Form 10-Q. If one or more of those or other risks or uncertainties materialize, or if JBT Marel's underlying assumptions prove to be incorrect, actual results may vary materially from what JBT Marel projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by JBT Marel's forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof, and JBT Marel undertakes no obligation to publicly update or revise any forward-looking statement made by JBT Marel or on its behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250909212778/en/

Investors & Media:

Marlee Spangler

[email protected]

+1 (312) 861-5784