JBT MAREL CorpJBTM
JBT MAREL Corp Debt Disclosure
DEBT
The components of the Company’s borrowings as of December 31, were as follows:
| (In millions) | Maturity Date | 2025 | 2024 | ||||||||||||||
Revolving credit facility (1) | January 2, 2030 | $ | 37.6 | $ | 854.0 | ||||||||||||
| Less: unamortized debt issuance costs | (0.1) | (1.3) | |||||||||||||||
| Revolving credit facility, net | 37.5 | 852.7 | |||||||||||||||
Senior Secured Term Loan B (2) | January 2, 2032 | 893.2 | — | ||||||||||||||
| Less: unamortized debt issuance costs | (12.8) | — | |||||||||||||||
| Senior Secured Term Loan B, net | 880.4 | — | |||||||||||||||
2030 Convertible senior notes (3) | September 15, 2030 | 575.0 | — | ||||||||||||||
| Less: unamortized debt issuance costs | (14.7) | — | |||||||||||||||
| Convertible senior notes, net | 560.3 | — | |||||||||||||||
2026 Convertible senior notes (4) | May 15, 2026 | 402.5 | 402.5 | ||||||||||||||
| Less: unamortized debt issuance costs | (0.8) | (3.1) | |||||||||||||||
| Convertible senior notes, net | 401.7 | 399.4 | |||||||||||||||
Other (5) | 2.0 | — | |||||||||||||||
| Total debt, including current portion | 1,881.9 | 1,252.1 | |||||||||||||||
| Less: current portion of debt | 411.9 | — | |||||||||||||||
| Long-term debt, net | $ | 1,470.0 | $ | 1,252.1 | |||||||||||||
(1) Weighted-average interest rate at December 31, 2025 was 3.40%
(2) Effective interest rate for the Term Loan B (as defined below) for the quarter ended December 31, 2025 was 5.76%
(3) Effective interest rate for the 2030 Notes (as defined below) for the quarter ended December 31, 2025 was 0.93%.
(4) Effective interest rate for the 2026 Notes (as defined below) for the quarter ended December 31, 2025 was 0.82%.
(5) Overdraft facility and foreign line of credit borrowing.
The Company had access to short-term financing of $45.5 million and $8.0 million as of December 31, 2025 and December 31, 2024, respectively.
Components of interest expense recognized for the Senior Secured Term Loan B (the “Term Loan B”), the 0.375% Convertible Senior Notes due 2030 (the “2030 Notes”), and the 0.25% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2030 Notes, the “Notes”) were as follows:
| (In millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Contractual interest expense, Term Loan B | $ | 57.2 | $ | — | $ | — | |||||||||||
| Interest cost related to amortization of issuance costs, Term Loan B | 2.0 | — | — | ||||||||||||||
| Total interest expense, Term Loan B | $ | 59.2 | $ | — | $ | — | |||||||||||
| Contractual interest expense, the Notes | $ | 1.7 | $ | 1.0 | $ | 1.0 | |||||||||||
| Interest cost related to amortization of issuance costs, the Notes | 3.2 | 2.2 | 2.2 | ||||||||||||||
| Total interest expense, the Notes | $ | 4.9 | $ | 3.2 | $ | 3.2 | |||||||||||
Five-year Revolving Credit Facility
On January 2, 2025, the Company executed the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”), which provides for a $1.8 billion revolving credit facility that matures on January 2, 2030; provided that if (1) any of the Company’s 2026 Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2026 Notes (the “Springing Maturity Date”), (2) the aggregate principal amount of the 2026 Notes outstanding on such date exceeds $100 million and (3) the sum of the aggregate availability under the revolving credit facility on such date plus the aggregate amount of unrestricted cash of the Company and its subsidiaries on such date is less than $600 million, then the maturity date with respect to the revolving credit facility shall be the Springing Maturity Date.
Under the Second A&R Credit Agreement, the Company is subject to a maximum Secured Net Leverage Ratio (as defined in the Second A&R Credit Agreement) for the first 12 months after the closing of the Marel Transaction of 5.00 to 1.00, stepping down to 4.00 to 1.00 at 12 months after the closing of the Marel Transaction and further stepping down to 3.50 to 1.00 at 18 months after the closing of the Marel Transaction. Among other things, the Second A&R Credit Agreement allows the Company the option to temporarily increase the maximum allowable Secured Net Leverage Ratio to 4.00 to 1.00 following the completion of a permitted acquisition, or a series of permitted acquisitions within a 12-month period (other than the Marel Transaction), having aggregate consideration in excess of $100 million (the “Leverage Ratio Increase Option”). If exercised, the Leverage Ratio Increase Option will remain in effect for four consecutive fiscal quarters (beginning with the quarter in which the permitted acquisition, or the last permitted acquisition in a series of permitted acquisitions for aggregate consideration in excess of $100 million, is consummated), unless revoked earlier by the Company.
The Second A&R Credit Agreement also provides that, solely with respect to the revolving credit facility thereunder, the Company is subject to an Interest Coverage Ratio (as defined in the Second A&R Credit Agreement) of not less than: (a) Consolidated EBITDA (as defined in the Second A&R Credit Agreement) to (b) Consolidated Interest Expense (as defined in the Second A&R Credit Agreement), in each case for the period of four consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its subsidiaries on a consolidated basis, to be less than: (1) for the first 18 months after the closing date of the Marel Transaction, 2.50 to 1.00 and (2) thereafter, 3.00 to 1.00.
On September 3, 2025, the Company entered into the Second Amendment to the Second A&R Credit Agreement (the “Second Amendment”) in order to reduce the pricing applicable to the revolving credit facility. Under the Second Amendment, revolving loans bear interest, at the Company’s option, at (1) the applicable borrowing rate (i.e. SOFR or EURIBOR) (subject to a floor rate of zero), or (2) an alternate base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus 0.5%, or SOFR (subject to a floor rate of zero) plus 1.0%), plus, in each case, a margin dependent on the leverage ratio.
The Company is required to make periodic interest payments on borrowed amounts and to pay an annual commitment fee of 15.0 to 25.0 basis points, depending on its leverage ratio, based on the unused portion of the Credit Facility. As of December 31, 2025, the Company had $37.6 million drawn on and $1,756.4 million of availability under the revolving credit facility. The ability to use this availability is limited by the leverage ratio covenant described below.
The obligations under the Credit Agreement are guaranteed by the Company’s domestic and certain foreign subsidiaries and subsequently formed or acquired subsidiaries (the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the Guarantor’s tangible and intangible personal property and a pledge of the capital stock of permitted borrowers and certain Guarantors.
The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default.
Senior Secured Term Loan B
On January 2, 2025, the Company entered into a $900 million Senior Secured Term Loan B under the Second A&R Credit Agreement (the “Term Loan B”), which matures on January 2, 2032. The Company is required to make quarterly principal repayments equal to 0.25% of the initial Term Loan B.
On August 20, 2025, the Company entered into the First Amendment to the Second A&R Credit Agreement (the “First Amendment”), in order to reduce the pricing applicable to the Term Loan B. Borrowings under the Term Loan B bear interest at the greater of (1) SOFR (subject to a floor rate of zero) or (2) a floor of 0%, plus an applicable margin of 1.75%.
Bridge Credit Agreement
In connection with the Marel Transaction, on April 4, 2024, the Company entered into a bridge credit agreement with certain financial institutions (the "Bridge Credit Agreement") that committed to provide the Company with secured bridge financing in an aggregate principal amount of €1.9 billion. Upon the completion of the Marel Transaction on January 2, 2025, the Bridge Credit Agreement was terminated. Accordingly, the Company fully amortized the remaining related financing costs that were capitalized as of December 31, 2024.
During 2025 and 2024, the Company recognized $12.4 million and $7.1 million, respectively, of financing costs associated with the Bridge Credit Agreement, in Interest expense in the Consolidated Statements of Income.
2030 Convertible Senior Notes
On September 9, 2025, the Company closed a private offering of $575.0 million aggregate principal amount of the Company’s 0.375% Convertible Senior Notes due 2030 to qualified institutional buyers, resulting in net proceeds of approximately $562.5 million after deducting initial purchasers’ discounts. Interest on the 2030 Notes will accrue from September 9, 2025 and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026, at a rate of 0.375% per year. The 2030 Notes will mature on September 15, 2030 unless earlier converted, redeemed or repurchased. No sinking fund is provided for the 2030 Notes.
The initial conversion rate of the 2030 Notes is 5.3258 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $187.77 per share. The conversion rate of the 2030 Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the 2030 Notes (the “Indenture”)) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2030 Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
On or after September 20, 2028, the Company has the option to redeem for cash all or any portion of the 2030 Notes if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding 2030 Notes, at least $100 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.
Prior to the close of business on the business day immediately preceding June 15, 2030, the 2030 Notes are convertible at the option of the holders only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2030 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;
•if the Company calls such 2030 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or
•upon the occurrence of certain corporate events, as specified in the Indenture.
At any time on or after June 15, 2030, holders may convert their 2030 Notes at their option, and in multiples of $1,000 principal amount, without regard to the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2030 Notes and for the remainder of the Company’s conversion obligation in excess of the aggregate principal amount will pay or deliver cash, shares of common stock, or a combination of cash and shares of common stock at the Company’s election.
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, the holders of the 2030 Notes may require the Company to repurchase for cash all or any portion of their 2030 Notes in multiples of $1,000 principal amounts, at its repurchase price, plus accrued and unpaid interest to, but excluding the repurchase date.
The 2030 Notes were not convertible during the year ended December 31, 2025 and none have been converted to date. Given the average market price of the common stock has not exceeded the exercise price since inception, there is no impact to the diluted earnings per share.
The Notes are senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Notes.
The Notes will be effectively subordinated to any of the Company’s existing and future secured debt to the extent of the assets securing such indebtedness.
The Indenture includes customary terms and covenants, including certain events of default after which the 2030 Notes may become due and payable immediately.
The Company recognized $15.6 million of debt issuance costs associated with the 2030 Notes.
2030 Convertible Note Hedge Transactions
On September 9, 2025, the Company paid an aggregate amount of $105.6 million for convertible note hedge transactions entered into in connection with the issuance of the 2030 Notes (the “2030 Hedge Transactions”). The 2030 Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Notes, approximately 3.1 million shares of the Company’s common stock, which is the same number of shares initially underlying the 2030 Notes, at a strike price of $187.77, subject to customary adjustments. The 2030 Hedge Transactions will expire upon the maturity of the 2030 Notes, subject to earlier exercise or termination.
The 2030 Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2030 Notes, in the event that the market price per share of the Company’s common stock, as measured under the terms of the 2030 Hedge Transactions, is greater than the 2030 Hedge Transactions strike price of $187.77. The 2030 Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore these transactions are not revalued after their issuance.
The Company made a tax election to integrate the 2030 Notes and the 2030 Hedge Transactions. The accounting impact of this tax election makes the 2030 Hedge Transactions deductible as original issue discount interest for tax purposes over the term of the 2030 Notes, and results in a $26.9 million deferred tax asset recorded as an adjustment to Additional paid-in capital on our Consolidated Balance Sheet as of December 31, 2025.
2026 Convertible Senior Notes
On May 28, 2021, the Company closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds of approximately $392.2 million after deducting initial purchasers’ discounts of the Notes. Interest on the Notes has accrued from May 28, 2021 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021, at a rate of 0.25% per year. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. No sinking fund is provided for the Notes.
The initial conversion rate of the Notes is 5.8958 shares of the Company's common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $169.61 per share. The conversion rate of the Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the Notes (the "Indenture")) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
On or after March 20, 2024, the Company has the option to redeem for cash all or part of the Notes, if the last reported sales price of the Company's common stock (the "common stock") has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides redemption notice, during any 30 consecutive trading days ending on, and including, the last trading day immediately before the date the Company sends the related redemption notice. The redemption price of each Note to be redeemed will be the principal amount of such note, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.
Prior to the close of business on the business day immediately preceding February 15, 2026, the Notes are convertible at the option of the holders only under the following circumstances:
•during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;
•if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or
•upon the occurrence of certain corporate events, as specified in the Indenture governing the Notes.
At any time on or after February 15, 2026, holders may convert their Notes at their option, and in multiples of $1,000 principal amount, without regard to the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes and for the remainder of our conversion obligation in excess of the aggregate principal amount will pay or deliver cash, shares of common stock, or a combination of cash and shares of common stock at the Company’s election.
2026 Convertible Note Hedge Transactions
In conjunction with the 2026 Notes, the Company paid an aggregate amount of $65.6 million for the 2026 Convertible Note Hedge Transactions (the "2026 Hedge Transactions"). The 2026 Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2026 Notes, approximately 2.4 million shares of the Company's common stock. These are the same number of shares initially underlying the 2026 Notes, at a strike price of $169.61, subject to customary adjustments. The 2026 Hedge Transactions will expire upon the maturity of the 2026 Notes, subject to earlier exercise or termination.
The 2026 Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2026 Notes, in the event that the market price per share of the Company's common stock, as measured under the terms of the 2026 Hedge Transactions, is greater than the 2026 Hedge Transactions strike price of $169.61. The 2026 Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore these transactions are not revalued after their issuance.
The Company made a tax election to integrate the 2026 Notes and the 2026 Hedge Transactions. The accounting impact of this tax election makes the 2026 Hedge Transactions deductible as original issue discount interest for tax purposes over the term of the note, and resulted in a $17.1 million deferred tax asset recorded as an adjustment to Additional paid-in capital on the Balance Sheet as of December 31, 2025 and 2024.
Warrant Transactions
During the third quarter of 2025 and the second quarter of 2021, concurrently with entering into the 2030 Hedge Transactions and 2026 Hedge Transactions, the Company separately entered into privately-negotiated warrant transactions (the “2030 Warrant Transactions” and the “2026 Warrant Transactions”, respectively), whereby the Company sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.1 million and 2.4 million shares, respectively, of its common stock at an initial strike price of $283.42 per share and $240.02 per share, respectively. The Company received aggregate proceeds of $51.1 million and $29.5 million from the 2030 Warrant Transactions and the 2026 Warrant Transactions, respectively, with the counterparties, with such proceeds partially offsetting the costs of entering into the 2030 Hedge Transactions and the 2026 Hedge Transactions. The 2030 warrants expire in September 2030 and the 2026 warrants expire in August 2026.
If the market value per share of the common stock exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders’ Equity, and therefore the warrants are not revalued after issuance.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.