The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc” or the “Company”) has announced the initial filing of a Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the company's previously announced plan to separate its cranes and foodservice businesses.
Manitowoc anticipates effecting the separation through a tax-free spin-off of the foodservice business, which the company expects to be completed in the first quarter of 2016.
“This filing represents an important milestone in executing our plan to separate the cranes and foodservice businesses into two industry-leading, independent, public companies,” said Glen E. Tellock, chairman and chief executive officer of the company.
“We believe that the separation will allow each company to focus on its unique growth profile, product categories, distribution systems, and strategic priorities," Tellock added. "The separation will also enable each company to implement the right organizational structure, operating model, and financial targets. Further, the separated foodservice company will have enhanced corporate governance provisions and has made a number of shareholder-friendly commitments. We look forward to completing the separation to unlock the full value of each business for shareholders.”
The initial Form 10 Registration Statement, filed with the SEC Tuesday, Sept. 1, 2015, includes important information about the foodservice business, such as historical segment sales and profit.
The Foodservice business has not yet finalized its post-distribution capitalization structure. Pro-forma financial information reflecting the company's post-distribution capitalization, among other matters, will be included in a subsequent amendment to the Form 10. A copy of the Form 10 Registration Statement is available at www.sec.gov and http://www.manitowoc.com.
The separation remains subject to the approval of the Manitowoc company's board of directors and the satisfaction of certain other customary conditions, including the effectiveness of the Form 10 Registration Statement.
The company notes that there can be no assurance that a separation will ultimately occur or, if one does occur, as to its terms or timing. Any transaction of this type is dependent on numerous factors that include the macroeconomic environment, credit markets, and equity markets.
Goldman, Sachs & Co. is serving as financial advisor and Foley & Lardner LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to the Company.
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