Manitowoc increases credit facility size to $2.925 billion for Enodis purchase

By Sara Rosenberg

New York, July 2 - Manitowoc Co. Inc. increased the overall size of its credit facility for the acquisition of Enodis plc to $2.925 billion from $2.675 billion, according to an 8-K filed with the Securities and Exchange Commission Wednesday.

Under the revised financing plan, the company's six-year term loan Y would now be sized at $1.325 billion, up from $1.075 billion.

This is the second time the term loan Y was upsized. The first time, it went from $800 million to $1.075 billion.

All other tranche sizes were left unchanged from the original commitment amounts, so there's still a $400 million five-year revolver, a $900 million five-year term loan A and a $300 million 18-month term loan X.

Initial pricing on all loan tranches is expected at Libor plus 300 basis points.

JPMorgan, Deutsche Bank, Morgan Stanley and BNP Paribas are the joint lead arrangers and joint bookrunners on the deal, with JPMorgan the administrative agent, Deutsche and Morgan Stanley as syndication agents, and BNP the documentation agent.

The size of the credit facility was increased as a result of Manitowoc's recent decision to raise its purchase price offer for Enodis to trump a recent bid by Illinois Tool Works Inc.

Following completion of the auction process, Manitowoc is buying the company for 328 pence per Enodis share, resulting in a transaction valued at about $2.7 billion, including the assumption of Enodis' net debt, which was about $249 million/£125 million as of March 29.

In April, Manitowoc agreed to buy Enodis for 258 pence per share, but then in early May, Illinois Tool Works offered to buy the company for 280 pence in cash per share, plus a 2 pence per share dividend. Following the first Illinois Tool Works offer, Manitowoc increased its bid to 294 pence per share, plus a 2 pence per share dividend, and then the offer was increased again during the auction process.

The transaction is expected to close in the fourth quarter and it will be structured as a court-sanctioned scheme of arrangement under the laws of the United Kingdom.

Manitowoc is a Manitowoc, Wis.-based provider of lifting equipment for the construction industry, manufacturer of cold-side equipment for the foodservice industry, and provider of shipbuilding, ship repair and conversion services. Enodis is a Tampa, Fla.-based food and beverage equipment manufacturer.

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