The Middleby Corporation filed a Form 8-K on November 4, 2026, disclosing that it and subsidiary Middleby Marshall Inc. entered into a Ninth Amended and Restated Credit Agreement providing $3.0 billion in senior secured credit facilities maturing November 4, 2031.

Key Highlights

  • Total facility size: $3.0 billion in aggregate principal, consisting of a $2.0 billion multicurrency revolving credit facility and a $1.0 billion USD term loan A facility.
  • Maturity date: Both facilities mature on November 4, 2031, five years from the Restatement Effective Date.
  • Incremental capacity: Middleby may increase the facilities by the greater of $618 million or 100% of its consolidated EBITDA for the most recently ended four consecutive quarters, plus additional amounts subject to leverage ratio conditions.
  • Interest rate margins: Prior to delivery of quarterly financial statements for the fiscal quarter ending April 3, 2027, the margin is 0.50% for base rate and Canadian prime rate borrowings and 1.50% for all other borrowings; thereafter, margins range from 1.250% to 1.750% (or 0.250% to 0.750% for base rate and Canadian prime rate) based on the Total Net Leverage Ratio.
  • Financial covenants: The agreement requires a maximum Secured Net Leverage Ratio of 3.75 to 1.00 (adjustable to 4.25 to 1.00 for four consecutive quarters following certain qualified acquisitions) and a minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00.
  • Replaces prior agreement: The new agreement amends and restates the Eighth Amended and Restated Credit Agreement dated October 21, 2021.

Middleby and Middleby Marshall Refinance Senior Credit Facilities with Bank of America

According to the filing, The Middleby Corporation (NASDAQ:MIDD) and its subsidiary Middleby Marshall Inc., as borrower, entered into the Ninth Amended and Restated Credit Agreement on November 4, 2026, with Bank of America, N.A. serving as administrative agent, collateral agent, and initial issuing bank, along with other financial institution lenders. The agreement replaces the prior Eighth Amended and Restated Credit Agreement, which was dated October 21, 2021.

The filing states that proceeds from the new credit facilities were used to refinance the facilities under the previous credit agreement and may otherwise be used for working capital needs, acquisitions and other investments, restricted payments, share repurchases, and general corporate purposes. The multicurrency revolving facility permits borrowings in U.S. dollars, Australian dollars, Canadian dollars, Euros, Pounds sterling, Swedish Krona, Danish Krone, Mexican Pesos, and any agreed alternative currency, according to the filing. Swingline loans are available only in U.S. dollars, Euros, Pounds sterling, and Canadian dollars. The term loan A facility is denominated in U.S. dollars.

The filing discloses that all obligations under the Credit Agreement, as well as certain swap contracts and cash management agreements, are secured by substantially all the assets of Middleby, the Borrower, and certain material wholly-owned domestic subsidiaries, and are unconditionally guaranteed by Middleby and certain of its direct and indirect material wholly-owned domestic subsidiaries, subject to certain exceptions. The agreement permits voluntary reduction or prepayment of commitments and loans without premium or penalty, other than customary breakage costs, the filing notes. The filing also states that the foregoing description "does not purport to be complete."

What Was Disclosed

Middleby filed an 8-K disclosing entry into a $3.0 billion Ninth Amended and Restated Credit Agreement on November 4, 2026, replacing its 2021 credit agreement, with a five-year term, multicurrency availability, incremental capacity provisions, and specified financial maintenance covenants.