Item 1.01. Entry into a Material Definitive Agreement.
OnMarch 3, 2022 ,Welbilt, Inc. , aDelaware corporation (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement") withPentair Commercial Ice LLC , aDelaware limited liability company (the "Buyer"), and Pentair plc, an Irish public limited company. Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to sell and assign to Buyer or its designee certain assets, equity interests, rights, properties and liabilities comprising the Company'sManitowoc Ice business for a purchase price of$1.6 billion (the "Transaction"), subject to certain adjustments. The Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) receipt of applicable regulatory approvals, and (ii) the substantially concurrent closing of the previously announced Agreement and Plan of Merger pursuant to which the Company has agreed to merge with a subsidiary ofAli Holding S.r .l. ("Ali"), becoming a wholly owned subsidiary of Ali.
Item 8.01. Other Events
On
(d) Exhibit Exhibit No. Description 99.1 Press Release dated March 3 , 202 2 , issued by Welbilt, Inc. 101 Interactive data files pursuant to Rule 405 of
Regulation S-T, formatted in
Inline Extensible Business Reporting Language
("iXBRL")
104 Cover page interactive data file (formatted in
iXBRL and contained in Exhibit
101) 2
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