As
filed with the Securities and Exchange Commission on April 27, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Welbilt,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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47-4625716
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification Number)
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2227
Welbilt Boulevard
New Port Richey, FL 34655
(727) 375-7010
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Joel
H. Horn, Esq.
Executive Vice President, General Counsel and Corporate Secretary
2227 Welbilt Boulevard
New Port Richey, FL 34655
(727) 375-7010
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Roland
S. Chase
Zachary
W. Watt
Hill
Ward Henderson
101
E. Kennedy Blvd., Suite 3700
Tampa,
Florida 33602
(813)
221-3900
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only
securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of
the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
☒
If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form
is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☒
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☐
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Emerging
growth company
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☐
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If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount
of
Registration Fee(1)
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Common
Stock, par value $0.01 per share
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Preferred
Stock, par value $0.01 per share
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Debt
Securities
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Warrants
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Rights
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Units(2)
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Total
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(1)
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Omitted
pursuant to General Instructions II.E of Form S-3. An indeterminate aggregate offering price and number or amount of securities of each
identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may
or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules
456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee. Pursuant
to Rule 415(a)(6) under the Securities Act of 1933, the offering of securities on the registrant’s Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on April 27, 2018 (File No. 333-224494) will be deemed terminated as of the date
of effectiveness of this Registration Statement on Form S-3.
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(2)
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Any
securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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PROSPECTUS
WELBILT,
INC.
COMMON
STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
RIGHTS
UNITS
We may from
time to time offer to sell our common stock, preferred stock or debt securities, either separately or represented by warrants or rights,
as well as units that include any of these securities or securities of other entities. The debt securities may consist of debentures,
notes or other types of debt. Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “WBT.”
The preferred stock, debt securities, warrants, rights and units may be convertible, exercisable or exchangeable for common or preferred
stock or other securities of ours or debt or equity securities of one or more other entities.
We may offer
and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis. We will provide specific terms of any securities to be offered in one or more supplements to this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully before you invest.
Selling securityholders
may offer and sell securities described in this prospectus from time to time in one or more offerings, at prices and on terms to be set
forth in one or more supplements to this prospectus. We will not receive any proceeds from the sale of securities by any selling securityholders.
Investing
in these securities involves risks. See the “Risk Factors” section on page 3 of this prospectus and the applicable
prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April 27, 2021.
Table
of Contents
ABOUT
THIS PROSPECTUS
This prospectus
is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)
as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities
Act”), using a “shelf” registration process. By using a shelf registration statement, we and/or one or more selling
securityholders may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in
this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement together with the additional information
described under the heading “Where You Can Find More Information.”
This prospectus
provides you with a general description of the securities that may be offered by us and/or selling securityholders. Each time we and/or
selling securityholders sell securities pursuant to this prospectus, we will provide a prospectus supplement that contains specific information
about the terms of that offering, including the specific amounts, prices and terms of the securities offered and, if applicable, the
names of the selling securityholders. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus
supplement. In addition, the prospectus supplement may add, update or change the information contained in this prospectus.
You should
rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any related free
writing prospectus. No one is authorized to provide you with different information. You should not assume that the information in this
prospectus, any prospectus supplement or any document incorporated by reference is truthful or complete for any date other than the date
indicated on the cover page of these documents.
If you are
in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus are unlawful,
or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not
extend to you.
Wherever
references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable
law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus
by means of a post-effective amendment to the registration statement of which this prospectus is a part, through filings we make with
the SEC that are incorporated by reference in this prospectus or by any other method as may then be permitted under applicable law, rules
or regulations. For purposes of this prospectus, any reference to a prospectus supplement may also refer to a free writing prospectus
unless the context requires otherwise.
As used in
this prospectus, unless otherwise stated or the context otherwise requires, references to “we,” “us,” “our,”
“Welbilt” and the “Company” refer to Welbilt, Inc. and its consolidated subsidiaries, unless otherwise stated
or the context so requires.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC.
The SEC maintains
an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us,
that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at the SEC’s
Internet web site, www.sec.gov. Our common stock is listed on the New York Stock Exchange and all such material filed by us with
the New York Stock Exchange also can be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.
We also make
available free of charge on or through our Internet web site (www.welbilt.com) our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we
electronically file these materials with the SEC. The contents of these websites are not incorporated by reference in this prospectus
or any report or document we file with the SEC, and any references to the websites are intended to be inactive textual references only.
In addition, you may request copies of our filings at no cost through our Investor Relations Department at: Welbilt, Inc., 2227 Welbilt
Boulevard, New Port Richey, FL 34655, Attn: Investor Relations; Phone: (727) 853-3079.
We have filed
with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of
the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this
prospectus or any prospectus supplement to a contract or other document of ours, the reference is only a summary. For a copy of the contract
or other document, you should refer to the exhibits that are a part of the registration statement or incorporated by reference into the
registration statement by the filing of a Current Report on Form 8-K or otherwise. You may review a copy of the registration statement
and the documents we incorporate by reference through the SEC’s Internet web site as listed above.
INCORPORATION
BY REFERENCE OF CERTAIN DOCUMENTS
The SEC allows
us to “incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring to those documents. We hereby “incorporate by reference” the documents listed below, which means that
we are disclosing important information to you by referring you to those documents. The information that we file later with the SEC will
automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents
or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules, including information furnished under Items 2.02 and 7.01 of any current report on Form 8-K, including the
related exhibits under Item 9.01):
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Our
Annual Report on Form 10-K for the year ended December 31, 2020, filed on February
26, 2021, including the portions of our proxy statement for our 2021 annual meeting
of stockholders incorporated by reference therein;
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Our
Current Report on Form 8-K filed on April 26, 2021;
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The
description of our common stock contained in our Information Statement, filed as Exhibit 99.1 to the Registration Statement on Form 10 initially filed on September 1, 2015, including
all amendments and reports filed for the purpose of updating such description, including
Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed
on February 26, 2021; and
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●
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Future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and before the termination of this offering.
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You may request
a copy of these filings at no cost by writing or telephoning us at the following address:
Investor
Relations
2227 Welbilt Boulevard
New Port Richey, FL 34655
(727) 853-3079
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus,
any prospectus supplement and any documents we incorporate by reference may include both historical and forward-looking statements. These
forward-looking statements are made within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend these forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995, and we are including this statement for purposes of complying with these safe harbor provisions. When used in this prospectus,
any prospectus supplement and any documents we incorporate by reference, any words or phrases like “anticipates,” “believes,”
“intends,” “estimates,” “targets,” “expects,” “could,” “will,”
“may,” “plans,” “projects,” “assumes,” “should” or other similar expressions
are intended to identify such forward-looking statements. We have based these forward-looking statements on our current expectations
and projections about future events, trends and uncertainties. These forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties and assumptions, including the information set forth under “Risk Factors” in documents
incorporated by reference in this prospectus and any applicable prospectus supplement. We have based these forward-looking statements
on our current expectations and projections about future events, trends and uncertainties. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties and assumptions, including the information set forth under “Risk
Factors” in documents incorporated by reference in this prospectus and any applicable prospectus supplement. We undertake no obligations
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light
of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus and any prospectus supplement
might not occur. There may also be other risks that we are unable to predict at this time. Any of these risks and uncertainties may cause
actual results to differ materially from the results expressed or implied in the forward-looking statements. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements.
RISK
FACTORS
Investing
in these securities involves risks. You should consider carefully the information under the headings “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2020, in any applicable prospectus supplement and any risk factors set forth
in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including our Quarterly Reports
on Form 10-Q and our Current Reports on Form 8-K, before making an investment decision. If known or unknown risks or uncertainties materialize,
our business operations, financial condition, operating results (including components of our financial results), cash flows, prospects,
reputation or credit ratings could be adversely affected now and in the future, potentially in a material way.
USE
OF PROCEEDS
Unless indicated
otherwise in any applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities for our operations
and for other general corporate purposes, including repayment or refinancing of borrowings, working capital, capital expenditures, investments,
acquisitions and the repurchase of our outstanding securities. Additional information on the use of net proceeds from the sale of securities
that we may offer from time to time by this prospectus may be set forth in the applicable prospectus supplement relating to a particular
offering. We will not receive the proceeds from any sales by selling securityholders.
DESCRIPTION
OF SECURITIES
We will set
forth in the applicable prospectus supplement a description of the common stock, preferred stock, debt securities, warrants, rights or
units that may be offered under this prospectus.
SELLING
SECURITYHOLDERS
Information
about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings
we make with the SEC under the Exchange Act that are incorporated by reference.
PLAN
OF DISTRIBUTION
We and/or
selling securityholders may offer and sell the offered securities through agents, through underwriters or dealers, directly to one or
more purchasers, through a combination of any of these methods of sale, or through any other methods described in a prospectus supplement.
The securities may be distributed from time to time in one or more transactions at a fixed price or prices, which may be changed; at
market prices prevailing at the time of sale; at prices related to such prevailing market prices; or at negotiated prices. We will identify
the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus
supplement.
LEGAL
MATTERS
Unless otherwise
specified in a prospectus supplement, the validity of the securities offered under this prospectus will be passed upon for us by Hill,
Ward & Henderson, P.A., Tampa, Florida.
EXPERTS
The
financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is
included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2020 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
The following
table sets forth the expenses of Welbilt, Inc. (the “Registrant”) in connection with the offering described in this
registration statement (all of which will be borne by the Registrant). All amounts shown are estimated.
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SEC registration fee
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$
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*
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Printing expenses
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†
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Legal fees and expenses
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†
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Audit fees and expenses
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†
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Miscellaneous expenses
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†
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Trustee fees and expenses
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†
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Total
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$
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†
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*
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In
accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of the registration fee for the securities offered by this
prospectus.
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†
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Estimated
expenses are not presently known.
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Item 15.
Indemnification of Officers and Directors
Section 145
of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation
(other than an action by or in the right of the corporation, a “derivative action”), if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in
connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
Our Amended
and Restated Certificate of Incorporation provides that no director shall be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is
not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed
for the following: (i) any breach of the director’s duty of loyalty to us or our stockholders; (ii) any act or omission not in
good faith or which involved intentional misconduct or a knowing violation of law; (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the DGCL; and (iv) any transaction from which the director derived an improper
personal benefit.
Our Amended
and Restated Bylaws provide that, to the fullest extent authorized or permitted by the DGCL, as now in effect or as amended, we will
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was our director
or officer, or by reason of the fact that our director or officer is or was serving, at our request, as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans maintained or sponsored by us. We will indemnify such persons against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with such action if such person acted in good faith
and in a manner reasonably believed to be in our best interests and, with respect to any criminal proceeding, had no reason to believe
their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends
to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and court approval
is required before there can be any indemnification where the person seeking indemnification has been found liable to us. Any amendment
of this provision will not reduce our indemnification obligations relating to actions taken before an amendment.
Item 16.
Exhibits
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Exhibit No.
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Description
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Filings Referenced for Incorporation by Reference
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1.1
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Form of Underwriting Agreement. *
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3.1
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Amended and Restated Certificate of Incorporation of Welbilt, Inc., effective March 3, 2017.
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Exhibit 3.l to Current Report on Form 8-K filed March 9, 2017
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3.2
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Amended and Restated Bylaws of Welbilt, Inc., effective July 23, 2020.
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Exhibit 3.1 to Current Report on Form 8-K filed July 27, 2020
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4.1
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Indenture, dated April 27, 2018, between the Company and U.S. Bank, as trustee.
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Exhibit 4.1 to Registration Statement on Form S-3 filed April 27, 2018
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4.2
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Form of Certificate of Designations.*
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4.3
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Form of specimen certificate representing shares of preferred stock.*
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4.4
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Form of Debt Security.*
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4.5
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Form of Rights Agreement.*
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4.6
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Form of Unit Agreement.*
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5.1
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Opinion of Hill, Ward & Henderson, P.A.
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Filed herewith
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23.1
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Consent of Hill, Ward & Henderson, P.A. (included in Exhibit 5.1).
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Filed herewith
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23.2
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Consent of PricewaterhouseCoopers LLP.
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Filed herewith
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24.1
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Powers of Attorney (included on signature page hereof).
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Filed herewith
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25.1
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Form T-1 Statement of Eligibility of U.S. Bank, as trustee.
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Filed herewith
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*
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To be
filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered
securities.
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Item 17.
Undertakings
The undersigned
registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided,
however, that Paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities in the post-effective
amendment at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6)
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That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(7)
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To
file an application for the purposes of determining the eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the
Act.
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(8)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion
of the Securities and Exchange Commission this type of indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New Port Richey, State of Florida, on April 27, 2021.
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WELBILT,
INC.
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By:
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/s/
William C. Johnson
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William
C. Johnson
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President
and Chief Executive Officer
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Each person
whose signature appears below constitutes and appoints William C. Johnson, Martin D. Agard, and Joel H. Horn, and each of them, his or
her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this
registration statement (and any additional registration statement related hereto permitted by Rule 462(b)), and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
listed below on April 27, 2021.
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SIGNATURE
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TITLE
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/s/
William C. Johnson
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President,
Chief Executive Officer and Director
(Principal
Executive Officer and Director)
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William
C. Johnson
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/s/
Martin D. Agard
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Martin
D. Agard
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/s/
Kimberly Perez
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Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Kimberly
Perez
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/s/
Cynthia M. Egnotovich
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Director,
Chair of the Board
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Cynthia
M. Egnotovich
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/s/
Dino J. Bianco
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Director
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Dino
J. Bianco
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/s/
Joan K. Chow
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Director
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Joan
K. Chow
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/s/
Janice L. Fields
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Director
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Janice
L. Fields
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/s/
Brian R. Gamache
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Director
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Brian
R. Gamache
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/s/
Andrew Langham
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Director
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Andrew
Langham
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8
Exhibit 5.1
April 27, 2021
Welbilt, Inc.
2227 Welbilt Boulevard
New Port Richey, FL 34655
Re: Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to
Welbilt, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (as the same may be amended from
time to time, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”), relating to the offering and sale from time to time by the Company, pursuant to Rule 415 under the Securities Act, of
(i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (ii) shares
of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), (iii) debt securities of
the Company, in one or more series (the “Debt Securities”), (iv) warrants to purchase Common Stock, Preferred Stock,
Debt Securities or any combination thereof (the “Warrants”), (v) rights to purchase Common Stock, Preferred Stock,
Debt Securities or any combination thereof (the “Subscription Rights”) and (iv) units consisting of one or more of
the Company’s Common Stock, Preferred Stock, Debt Securities, Warrants, Subscription Rights or any combination of those securities,
or securities of other entities (the “Units” and, together with the Common Stock, the Preferred Stock, the Debt Securities,
the Warrants and the Subscription Rights, the “Securities”). The Debt Securities
are to be issued under the Indenture, dated as of April 27, 2018 (as supplemented from time to time, the “Indenture”),
between the Company, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”). The offering
of the Securities will be as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”),
as supplemented by one or more supplements to the Prospectus (each supplement, a “Prospectus Supplement”).
This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the
matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinion expressly so stated.
In connection with this opinion
letter, we have examined and are familiar with (i) the Registration Statement, including the exhibits constituting a part of the
Registration Statement; (ii) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company;
and (iii) such other documents and records as we have deemed necessary to enable us to render this opinion.
In making the aforesaid examinations,
we have assumed that (a) all documents furnished to us by the Company are accurate and complete; (b) all signatures on documents
examined by us are genuine; (c) all documents submitted to us as originals, and the originals of all documents submitted to us as
copies are authentic; (d) all documents submitted to us as copies conform with the originals of those documents; (e) each party
that has executed a document reviewed by us has the legal capacity to execute and deliver such document; and (f) the representations
of officers and employees provided to us in connection with this opinion are correct as to questions of fact.
Welbilt, Inc.
April 27, 2021
Page 2 of 5
We have furthermore assumed
that (a) the Registration Statement filed by the Company with the Commission is identical to the form of the document that we have
reviewed; (b) the Registration Statement, and any amendments thereto, will have become effective (and will remain effective at the time
of issuance of any Securities thereunder); (c) any amendment to the Registration Statement subsequent to the initial effective date will
conform to applicable law and the relevant rules and regulations of the Commission; (d) a Prospectus Supplement describing each class
and/or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules
and regulations of the Commission, will be timely filed with the Commission, and comply with all applicable laws; (e) the Company
has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration
Statement by reference; (f) the Company will issue and sell the Securities in compliance with applicable federal and state securities
laws and in accordance with the manner described in the Registration Statement, the Prospectus, and the applicable Prospectus Supplement;
(g) any Securities issuable upon conversion, exercise or exchange of any Securities being offered or issued will be duly authorized and,
if appropriate, reserved for issuance upon such conversion, exercise or exchange; (h) the terms of the Securities will have been duly
established so as not to violate any applicable law, are in conformity with the Company’s then-operative certificate of incorporation
(the “Certificate of Incorporation”) and bylaws (the “Bylaws”), do not result in a default under
or breach of any agreement or instrument binding upon the Company, and comply with any applicable requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over the Company; (i) if issued in certificated form, certificates representing
the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned,
and if issued in book-entry form, the Securities will be duly registered to the extent required by any applicable agreement; and (j) any
supplemental indenture, warrant agreement, unit agreement or rights agreement will be executed in the forms incorporated by reference
in the Registration Statement.
With respect to our opinion
as to the Common Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock are authorized
and available for issuance and that the consideration for the issuance and sale of the Common Stock (or Preferred Stock, Debt Securities,
Warrants, Units or Subscription Rights convertible into, exchangeable for or exercisable for, Common Stock) is in an amount that is not
less than the par value of the Common Stock.
With respect to our opinion
as to the Preferred Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Preferred Stock are
authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Stock (or Debt
Securities, Warrants, Units or Subscription Rights convertible into, exchangeable for or exercisable for, Preferred Stock) is in an amount
that is not less than the par value of the Preferred Stock.
We have also assumed that
(i) with respect to Securities issuable upon conversion of any convertible Preferred Stock, such convertible Preferred Stock will be validly
issued, fully paid and nonassessable; (ii) with respect to any Securities issuable upon conversion, exchange or exercise of any Debt Securities,
Warrants, Units or Subscription Rights, such Debt Securities, Warrants, Units or Subscription Rights constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally,
and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) (the
“Enforceability Limitations”), (iii) with respect to any Debt Securities, the Indenture is and will be a valid and
legally binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to the Enforceability
Limitations, and (iv) with respect to any Warrants, Rights or Units, any applicable warrant agreement, rights agreement or unit agreement
will be a valid and legally binding obligation of the Warrant Agent, Rights Agent or Unit Agent (each as defined below), respectively,
enforceable against such agent in accordance with its respective terms, subject to the Enforceability Limitations.
Based upon and subject to
the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
1.
With respect to any shares of Common Stock to be offered by the Company pursuant to the Registration Statement, including shares of Common
Stock issuable upon conversion, exchange or exercise of any other Securities (the “Offered Common Stock”), provided
that: (i) the issuance of the Offered Common Stock has been duly authorized by all necessary corporate action on the part of the
Company; (ii) the Offered Common Stock has been duly delivered to the purchasers thereof in accordance with, and against payment
therefor specified in, any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement and as contemplated
in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); and (iii), if the Offered Common Stock is being
issued upon conversion, exchange or exercise of any other Securities, the Offered Common Stock has been duly delivered to the purchasers
thereof in accordance with, and against payment therefor specified in, the applicable duly authorized, executed and delivered agreements,
instruments or documents, then the Offered Common Stock will be validly issued, fully paid and nonassessable.
Welbilt, Inc.
April 27, 2021
Page 3 of 5
2.
With respect to the shares of any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement, including
shares of Preferred Stock issuable upon conversion, exchange or exercise of any other Securities (the “Offered Preferred Stock”),
provided that: (i) the terms and issuance of the Offered Preferred Stock have been duly authorized by all necessary corporate
action on the part of the Company, including the adoption of any required certificate of amendment to the Certificate of Incorporation
for any shares of Offered Preferred Stock offered under the Registration Statement (the “Certificate of Designation”)
in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”); (ii) the filing
of any required Certificate of Designation with the Secretary of State of the State of Delaware has occurred; (iii) the Offered Preferred
Stock has been duly delivered to the purchasers thereof in accordance with, and against payment therefor specified in, any applicable
duly authorized, executed and delivered purchase, underwriting or similar agreement and as contemplated in the Registration Statement,
the Prospectus and the related Prospectus Supplement(s); and (iv), if the Offered Preferred Stock is being issued upon conversion, exchange
or exercise of any other Securities, the Offered Preferred Stock has been duly delivered to the purchasers thereof in accordance with,
and against payment therefor specified in, the applicable duly authorized, executed and delivered agreements, instruments or documents,
then the Offered Preferred Stock, the Prospectus and the related Prospectus Supplement(s), will be validly issued, fully paid and nonassessable.
3.
With respect to any series of the Debt Securities to be issued under the Indenture and to be offered by the Company pursuant to the Registration
Statement, including Debt Securities issuable upon conversion, exchange or exercise of any other Securities (the “Offered Debt
Securities”), provided that: (i) the Indenture has been duly and validly authorized by the Company and the Trustee by all necessary
corporate action substantially in the form filed as an exhibit to the Registration Statement or incorporated by reference therein; (ii)
the Indenture, in substantially the form filed as an exhibit to the Registration Statement or incorporated by reference therein, has been
duly executed and delivered by the Company and the Trustee and has been qualified under the Trust Indenture Act of 1939, as amended; (iii)
the issuance of the Offered Debt Securities has been duly authorized by all necessary corporate action on the part of the Company; (iv)
the terms of the Offered Debt Securities and of their issuance and sale, including as to any Securities to be issued on the conversion
or exchange thereof, have been duly authorized by the Company by all necessary corporate action and have been duly established in conformity
with the Indenture; (v) the notes representing the Offered Debt Securities have been duly executed and delivered by the Company and authenticated
by the Trustee in accordance with, and against payment therefor specified in, the Indenture and any applicable duly authorized, executed
and delivered purchase, underwriting or similar agreement and as contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s); and (vi), if the Offered Debt Securities are being issued upon conversion, exchange or exercise of any other
Securities, the Offered Debt Securities have been duly delivered to the purchasers thereof in accordance with, and against payment therefor
specified in, the applicable duly authorized, executed and delivered agreements, instruments or documents, then the Offered Debt Securities
will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to the Enforceability Limitations.
4.
With respect to any Warrants to be offered by the Company pursuant to the Registration Statement, including Warrants issuable upon conversion,
exchange or exercise of any other Securities (the “Offered Warrants”), provided that: (i) any applicable warrant
agreement, the terms of which were established in accordance with applicable law, has been duly and validly authorized by the Company
and any warrant agent named therein (the “Warrant Agent”) by all necessary corporate action; (ii) any applicable
warrant agreement has been duly executed and delivered by the Company and the Warrant Agent; (iii) the issuance of the Offered Warrants
has been duly authorized by all necessary corporate action on the part of the Company; (iv) the terms of the Offered Warrants and of their
issuance and sale, including as to any Securities to be issued on the exercise or exchange thereof, have been duly authorized by the Company
and any Warrant Agent by all necessary corporate action and have been duly established in conformity with any applicable warrant agreement,
and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); (v) the Offered Warrants have
been duly executed and delivered by the Company and authenticated by any Warrant Agent in accordance with, and against payment therefor
specified in, any applicable warrant agreement and warrant and any applicable duly authorized, executed and delivered purchase, underwriting
or similar agreement and as contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s); and (vi),
if the Offered Warrants are being issued upon conversion, exchange or exercise of any other Securities, the Offered Warrants have been
duly delivered to the purchasers thereof in accordance with, and against payment therefor specified in, the applicable duly authorized,
executed and delivered agreements, instruments or documents, then the Offered Warrants will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the Enforceability Limitations.
Welbilt, Inc.
April 27, 2021
Page 4 of 5
5.
With respect to any Subscription Rights to be offered by the Company pursuant to the Registration Statement, including Subscription Rights
issuable upon conversion, exchange or exercise of any other Securities (the “Offered Rights”), provided that: (i)
any applicable rights agreement, the terms of which have been established in accordance with applicable law, has been duly and validly
authorized by the Company and any rights agent named therein (the “Rights Agent”) by all necessary corporate action;
(ii) any applicable rights agreement has been duly executed and delivered by the Company and the Rights Agent; (iii) the issuance
of the Offered Rights has been duly authorized by all necessary corporate action on the part of the Company; (iv) the terms of the
Offered Rights and of their issuance and sale, including as to any Securities to be issued on the exercise or exchange thereof, have been
duly authorized by the Company and any Rights Agent by all necessary corporate action and have been duly established in conformity with
any applicable rights agreement, and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s);
(v) the Offered Rights have been duly executed and delivered by the Company and authenticated by any Rights Agent in accordance with,
and against payment therefor specified in, any applicable rights agreement and right and any applicable duly authorized, executed and
delivered purchase, underwriting or similar agreement and as contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (iv) if the Offered Rights are being issued upon conversion, exchange or exercise of any other Securities,
the Offered Rights have been duly delivered to the purchasers thereof in accordance with, and against payment therefor specified in, the
applicable duly authorized, executed and delivered agreements, instruments or documents, then the Offered Rights will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Limitations.
6.
With respect to any Units to be offered by the Company pursuant to the Registration Statement (the “Offered Units”),
provided that: (i) the conditions outlined in the immediately preceding paragraphs (1) through (5) that apply to the Securities that
make up such Offered Units are all met; (ii) any applicable unit agreement, the terms of which were established in accordance with
applicable law, has been duly authorized by the Company and any unit agent named therein (the “Unit Agent”) by all
necessary corporate action; (iii) any applicable unit agreement has been duly executed and delivered by the Company and the Unit
Agent; (iv) the issuance of the Offered Units has been duly authorized by the Company by all necessary corporate action; (v) the
terms of the Offered Units and of their issuance and sale, including as to any Securities to be issued on the conversion, exercise or
exchange thereof, have been duly authorized by the Company and any Unit Agent by all necessary corporate action and have been duly established
in conformity with any applicable unit agreement and as described in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s); (v) the Offered Units have been duly executed and delivered by the Company and authenticated by any Unit Agent in
accordance with, and against payment therefor specified in, any applicable unit agreement and unit and any applicable duly authorized,
executed and delivered purchase, underwriting or similar agreement and as contemplated in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s); and (vi) the securities of any other entities to be included in the Offered Units, if any, have
been duly authorized and issued by such entity, then the Offered Units will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to the Enforceability Limitations.
This opinion is limited to
the DGCL and, solely with respect to numbered opinion paragraph #3, the laws of the State of New York, in each case as currently in effect,
and we express no opinion as to the effect of the laws of any other jurisdiction.
This opinion letter speaks
only as of the date hereof. We assume no obligation to update or supplement this opinion letter if any applicable laws change after the
date hereof or if we become aware of any facts or other developments, whether existing before or first arising after the date hereof,
that might change the opinions expressed above.
We hereby consent to the use
of our opinion as an exhibit to the Registration Statement and to the reference to this firm and this opinion under the heading “Legal
Matters” in the prospectus comprising a part of the Registration Statement and any amendment thereto. In giving
Welbilt, Inc.
April 27, 2021
Page 5 of 5
such consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission
thereunder.
Sincerely,
/s/ Hill, Ward & Henderson,
P.A.
HILL, WARD & HENDERSON,
P.A.
