JBT Corporation Announces Definitive Agreement to Sell its AeroTech Business

JBT Corporation (NYSE: JBT) today announced that it has entered into a definitive agreement to sell its AeroTech business to Oshkosh Corporation (NYSE: OSK) in an all-cash transaction valued at $800 million, subject to customary post-closing items.

“As we signaled during our Investor Day in March of 2022, the divestiture of AeroTech supports our strategy to become a pure-play food and beverage solutions provider,” said Brian Deck, President and Chief Executive Officer of JBT. “The transformation to a pure-play company enables a focused path to grow and enhance our leading FoodTech franchise, which operates in highly resilient markets, provides an attractive growth outlook and expanding margin profile, and generates strong free cash flow.”

“Oshkosh, a leading innovator of purpose-built vehicles and equipment, is a great fit with AeroTech and will ensure the AeroTech business remains a market leader for critical airport equipment and infrastructure,” added Deck.

Expected Use of Proceeds and Impacts to Financial Results

JBT expects to use the net proceeds from the transaction consistent with its stated capital allocation priorities, including debt repayment and continued disciplined FoodTech inorganic growth. Cash taxes arising from the transaction are estimated to be approximately $120 million.

Beginning in the second quarter of 2023, JBT expects to classify AeroTech as held for sale and anticipates that it will report financial results for AeroTech as discontinued operations in the Company’s consolidated financial statements.

JBT estimates the classification of AeroTech as held for sale will have a dilutive impact to second quarter 2023 GAAP earnings per share (EPS) from continuing operations of approximately $0.33 and adjusted EPS from continuing operations of approximately $0.40. The EPS dilution primarily reflects the estimated profit from AeroTech, which is prior to any transaction impacts. The Company expects to provide more definitive detail on the impact to its full year 2023 results when it reports second quarter 2023 earnings.

Transaction Details

The purchase price represents a multiple of approximately 14.7x trailing four quarters reported AeroTech adjusted EBITDA as of March 31, 2023. The transaction is anticipated to close in the third quarter of 2023, subject to customary closing conditions and required regulatory approvals.

Morgan Stanley & Co. LLC and Centerview Partners LLC are serving as JBT’s financial advisors and Kirkland & Ellis LLP is acting as JBT’s legal advisor.

JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT designs, produces and services sophisticated products and systems for multi-national and regional customers through its FoodTech segment. JBT also sells critical equipment and services to domestic and international air transportation customers through its AeroTech segment. JBT Corporation employs approximately 7,200 people worldwide and operates sales, service, manufacturing and sourcing operations in more than 25 countries. For more information, please visit www.jbtc.com.