The Middleby Corporation (MIDD) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on May 28, 2021

No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)

1400 Toastmaster Drive

Elgin, Illinois, 60120

(847) 741-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy J. FitzGerald

Chief Executive Officer

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the proposed merger contemplated by the Agreement and Plan of Merger dated as of April 20, 2021, described in the joint proxy statement/prospectus contained herein, have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

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.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

(1) Represents the estimated maximum number of shares of common stock, par value $0.01 per share (“Middleby Common Stock”), of The Middleby Corporation (“Middleby”) being registered upon completion of the merger of a wholly owned subsidiary of Middleby with and into Welbilt, Inc. (“Welbilt”) described in the joint proxy statement/prospectus contained herein based upon (a)(i) 141,683,891 shares of common stock, par value $0.01 per share (“Welbilt Common Stock”), of Welbilt, issued and outstanding as of April 20, 2021, (ii) 2,166,909 outstanding options to purchase shares of Welbilt Common Stock under the Welbilt, Inc. 2016 Omnibus Incentive Plan, as amended from time to time (the “Welbilt Equity Plan”), (iii) 1,458,398 shares of Welbilt Common Stock potentially issuable in respect of each award of performance stock units granted pursuant to the Welbilt Equity Plan, (iv) 994,065 shares of Welbilt Common Stock potentially issuable in respect of Welbilt’s restricted stock units, (v) 94,999 shares of Welbilt Common Stock potentially issuable in respect of Welbilt’s restricted stock units with respect to Welbilt’s board of directors, and (vi) 7,393,410 shares of Welbilt Common Stock reserved for the grant of additional awards under the Welbilt Equity Plan, and (b) the exchange ratio, as set forth in that certain merger agreement described herein, of 0.1240 shares of Middleby Common Stock per share of Welbilt Common Stock.

(2) Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, based on the average of the high and low prices of Welbilt Common Stock as reported on the New York Stock Exchange on May 26, 2021 ($19.63 per share), multiplied by the estimated maximum number of shares of Welbilt Common Stock (153,791,673) that may be exchanged or converted for the securities being registered.

(3) The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not distribute the Middleby Common Stock being registered pursuant to this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to distribute or a solicitation of an offer to receive any securities in any jurisdiction where an offer or solicitation is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 28, 2021

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of The Middleby Corporation and Welbilt, Inc.:

On behalf of the boards of directors of The Middleby Corporation (“Middleby”) and Welbilt, Inc. (“Welbilt”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of Middleby and Welbilt. We are requesting that you take certain actions as a Middleby or Welbilt stockholder.

On April 20, 2021, Middleby, Middleby Marshall Inc., a Delaware corporation and wholly owned, direct subsidiary of Middleby (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Welbilt entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), providing for the merger of Merger Sub with and into Welbilt, with Welbilt surviving the merger (the “Merger”) as an indirect wholly owned subsidiary of Middleby. In the Merger, Welbilt stockholders will be entitled to receive, in exchange for each share of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), owned by them immediately prior to such Merger, 0.1240 shares of Middleby common stock, par value $0.01 per share (“Middleby Common Stock”), with cash paid in lieu of the issuance of any fractional shares, which we refer to collectively as the merger consideration.

Middleby and Welbilt will each hold special meetings of their respective stockholders in connection with the proposed Merger (respectively, the “Middleby Special Meeting” and “Welbilt Special Meeting”).

At the Middleby Special Meeting, holders of Middleby Common Stock (the “Middleby stockholders”) will be asked to vote on proposals to (i) approve the issuance of shares of Middleby Common Stock to the holders of Welbilt Common Stock (the “Welbilt stockholders”) in connection with the Merger pursuant to the terms of the Merger Agreement (the “Stock Issuance Proposal”); and (ii) to consider and approve an amendment to Middleby’s Restated Certificate of Incorporation (as amended, the “Middleby Charter”) to increase the number of authorized shares of Middleby Common Stock from 95,000,000 shares to 150,000,000 shares, a copy of such amendment is attached as Annex E to the accompanying joint proxy statement/prospectus (the “Middleby Authorized Share Issuance Proposal”); and (iii) approve the adjournment of the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes cast at the Middleby Special Meeting to approve the Stock Issuance Proposal (the “Middleby Adjournment Proposal”). Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Approval of the Middleby Adjournment Proposal requires the affirmative vote of a majority of the Middleby Common Stock entitled to vote thereon and present in person or represented by proxy at the Middleby Special Meeting. Under the Fourth Amended and Restated Bylaws of Middleby, virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Contemporaneously and in connection with the execution of the Merger Agreement, Middleby entered into a support agreement (the “Icahn Support Agreement”) (a copy of which is attached as Annex D to this joint proxy statement/prospectus) with certain Welbilt stockholders affiliated with Carl C. Icahn (such stockholders are referred to herein collectively as the “Icahn Stockholders”), pursuant to which the Icahn Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For more information, please see “The Merger Agreement—Icahn Support Agreement.” For more information regarding the security ownership of the Icahn Stockholders, please see “Certain Beneficial Owners of Welbilt Common Stock.”

The Middleby Special Meeting will be held [virtually] at [                ], on [                ], 2021, at [          ] [a.m./p.m.], Central Time. Middleby’s board of directors (the “Middleby Board”) unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal.

At the Welbilt Special Meeting, Welbilt stockholders will be asked to vote on proposals to (i) adopt the Merger Agreement (the “Merger Proposal”), (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) approve the adjournment of the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Welbilt Special Meeting to approve the Merger Proposal (the “Welbilt Adjournment Proposal”). Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Welbilt Common Stock entitled to vote on the proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Virtual attendance by stockholders of record at the special meeting constitutes presence in person for purposes of the vote required.

The Welbilt Special Meeting will be held [virtually] at [                ], on [                ], 2021, at [          ] [a.m./p.m.], Eastern Time. The board of directors of Welbilt (the “Welbilt Board”) unanimously recommends that Welbilt stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Welbilt Common Stock as of immediately prior to the Effective Time that is eligible to be converted into Middleby Common Stock in accordance with the terms of the Merger Agreement will convert automatically into the right to receive 0.1240 shares of Middleby Common Stock (the “Exchange Ratio”), with cash paid in lieu of the issuance of fractional shares, if any. Although the number of shares of Middleby Common Stock that Welbilt stockholders will receive in exchange for their shares of Welbilt Common Stock is fixed, the market value of the merger consideration will fluctuate with the market price of Middleby Common Stock and will not be known at the time Welbilt stockholders vote to adopt the Merger Agreement or at the time Middleby stockholders vote to approve the Stock Issuance Proposal. Based on the closing price of Middleby Common Stock on the NASDAQ Global Select Market (“NASDAQ”) on April 20, 2021, the last trading day before the public announcement of the parties entering into the Merger Agreement, the exchange ratio represented approximately $20.69 in value for each share of Welbilt Common Stock. Based on the closing price of Middleby Common Stock on NASDAQ on [                ], 2021, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $[                ] in value for each share of Welbilt Common Stock. Based on the estimated number of shares of Middleby Common Stock and estimated number of shares of Welbilt Common Stock, as well as the outstanding equity awards of the parties, that will be outstanding immediately prior to the consummation of the Merger, we estimate that, upon consummation of the Merger, Middleby stockholders as of immediately prior to the Merger will hold approximately 76%, and Welbilt stockholders as of immediately prior to the Merger will hold approximately 24%, of the issued and outstanding shares of Middleby Common Stock (in each case based on fully diluted shares outstanding of each company). We urge you to obtain current market quotations for Middleby Common Stock (trading symbol “MIDD”) and Welbilt Common Stock (trading symbol “WBT”).

The obligations of Middleby and Welbilt to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Middleby Special Meeting and the proposals to be considered thereat, the Welbilt Special Meeting and the proposals to be considered thereat, the Merger and the documents and agreements related to the Merger. It also contains or references information about Middleby and Welbilt and certain related agreements and matters. Please carefully read the entire accompanying joint proxy statement/prospectus prior to voting, including “Risk Factors” beginning on page 37, for a discussion of the risks relating to the proposed Merger. You also can obtain information about Middleby and Welbilt from documents that each has filed with the Securities and Exchange Commission. Please see “Where You Can Find More Information” beginning on page 217 of the accompanying joint proxy statement/prospectus for how you may obtain such information.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [                ], 2021 and is first being mailed to Middleby stockholders of record and Welbilt stockholders of record on or about [                ], 2021.

1400 Toastmaster Drive

Elgin, Illinois, 60120

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF

THE MIDDLEBY CORPORATION

TO BE HELD ON [                 ], 2021

To the Stockholders of The Middleby Corporation:

You are cordially invited to attend the special meeting of stockholders (the “Middleby Special Meeting”) of the Middleby Corporation (“Middleby”) [virtually], to be held at [                ] [a.m./p.m.], Central Time, on [                ], 2021 [virtually] at [                ], for the following purposes:

Middleby will transact no other business at the Middleby Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Middleby Special Meeting or any adjournment or postponement thereof, by or at the direction of the board of directors of Middleby (the “Middleby Board”) in accordance with Middleby’s Fourth Amended and Restated Bylaws. These items of business are described in the enclosed joint proxy statement/prospectus. The Middleby Board has designated the close of business on [                ], 2021 as the record date (the “Middleby Record Date”) for the purpose of determining the holders of shares of Middleby Common Stock who are entitled to receive notice of, and to vote at, the Middleby Special Meeting and any adjournment or postponement thereof, unless a new record date is fixed in connection with any adjournment or postponement of the Middleby Special Meeting. Only holders of record of Middleby Common Stock at the close of business on the Middleby Record Date are entitled to notice of, and to vote at, the Middleby Special Meeting and at any adjournment or postponement thereof.

The Middleby Board has (i) determined that the Merger Agreement and the other transactions contemplated thereby, including the merger of Merger Sub with and into Welbilt (the “Merger”) and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, are advisable and in the best interests of Middleby and the Middleby stockholders, (ii) authorized and approved Middleby’s execution, delivery and performance of the Merger Agreement in accordance with its terms and Middleby’s consummation of the transactions contemplated thereby, including the Merger and the issuance of Middleby Common Stock contemplated by the Stock Issuance Proposal, (iii) resolved that the approval of the Stock Issuance Proposal be submitted to a vote at a meeting of the holders of Middleby Common Stock and (iv) recommended that the holders of Middleby Common Stock approve the Stock Issuance Proposal. The Middleby Board recommends that holders of Middleby Common Stock vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal. Even if you plan to attend the Middleby Special Meeting virtually, Middleby requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Middleby Special Meeting to ensure that your shares will be represented and voted at the Middleby Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Middleby Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Middleby Special Meeting [virtually]. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting [virtually], but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Middleby Common Stock entitled to vote thereon and who is virtually present at the Middleby Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Middleby Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Middleby Special Meeting. We urge you to read carefully the joint proxy statement/prospectus—including any documents incorporated by reference therein—and the Annexes in their entirety. If you have any questions concerning the Merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of Middleby Common Stock, please contact Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: 1 (877) 717-3926 (toll-free from the U.S and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call: (212) 750-5833

Elgin, Illinois

[                 ], 2021

WELBILT, INC.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

NOTICE OF SPECIAL MEETING OF

STOCKHOLDERS OF WELBILT, INC.

TO BE HELD [                 ], 2021

To the Stockholders of Welbilt, Inc.:

You are cordially invited to attend the special meeting of stockholders (the “Welbilt Special Meeting”) of Welbilt, Inc. (“Welbilt”) [virtually], to be held at [                ] [a.m./p.m.], Eastern Time, on [                ], 2021 at [                ], for the following purposes:

Welbilt will transact no other business at the Welbilt Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Welbilt Special Meeting or any adjournment or postponement thereof by or at the direction of the Welbilt board of directors (the “Welbilt Board”) in accordance with Welbilt’s Amended and Restated Bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the Merger Agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Welbilt Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see the sections entitled “The Merger” beginning on page 52 for a description of the transactions contemplated by the Merger Agreement and “Risk Factors” beginning on page 37 for an explanation of the risks associated with the Merger and the other transactions contemplated by the Merger Agreement.

Approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Welbilt common stock, par value $0.01 per share (“Welbilt Common Stock”), entitled to vote on the proposal is required to complete the Merger between Welbilt and Merger Sub, as contemplated pursuant to the Merger Agreement (the “Merger”). Holders of Welbilt Common Stock (“Welbilt stockholders”) will also be asked to approve the Advisory Compensation Proposal and the Welbilt Adjournment Proposal. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting.

The Welbilt Board has fixed the close of business on [                ], 2021, as the record date (the “Welbilt Record Date”) for the determination of the Welbilt stockholders entitled to receive notice of, and to [virtually] vote at, the Welbilt Special Meeting or any adjournment or postponement thereof. The Welbilt stockholders of record as of the close of business on the Welbilt Record Date are the only Welbilt stockholders that are entitled to receive

notice of, and to [virtually] vote at, the Welbilt Special Meeting and any adjournment or postponement thereof unless a new record date is fixed in connection with any adjournment or postponement of the Welbilt Special Meeting. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Amended and Restated Bylaws of Welbilt (the “Welbilt Bylaws”) or designated by the Welbilt Board (such person, the “Presiding Stockholder Meeting Chair”) may adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion. For additional information regarding the Welbilt Special Meeting, please see the section entitled “Welbilt Special Meeting” beginning on page 162 of this joint proxy statement/prospectus.

The Welbilt Board, at a meeting duly called and held, has by unanimous vote (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Welbilt and the Welbilt stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Welbilt stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Welbilt Board unanimously recommends that holders of Welbilt Common Stock vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal. Even if you plan to attend the Welbilt Special Meeting virtually, Welbilt requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Welbilt Special Meeting to ensure that your shares will be represented and voted at the Welbilt Special Meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Welbilt Special Meeting.

Please vote as promptly as possible, whether or not you plan to attend the Welbilt Special Meeting [virtually]. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting [virtually], but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Welbilt Common Stock entitled to vote and who is [virtually] present at the Welbilt Special Meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Welbilt Special Meeting in the manner described in this joint proxy statement/prospectus.

The enclosed proxy statement/prospectus provides a detailed description of the Merger, the Merger Agreement, and the other matters to be considered at the Welbilt Special Meeting. We urge you to read carefully the proxy statement/prospectus—including any documents incorporated by reference—and the Annexes in their entirety. If you have any questions concerning the Merger Proposal, the Advisory Compensation Proposal, the Welbilt Adjournment Proposal, the Merger or this joint proxy statement/prospectus, would like additional copies, or need help voting your shares of Welbilt Common Stock, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Stockholders Call (toll-free): (800) 714-3310

Banks and Brokers Call: (212) 269-5550

Email: welbilt@dfking.com

New Port Richey, Florida

[                ], 2021

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by The Middleby Corporation, a Delaware corporation (“Middleby”), constitutes a prospectus of Middleby under Section 5 of the Securities Act of 1933 (as amended, the “Securities Act”) with respect to the shares of Middleby Common Stock to be issued to the stockholders of Welbilt, Inc., a Delaware corporation (“Welbilt”), stockholders pursuant to the Agreement and Plan of Merger, dated as of April 20, 2021 (as amended from time to time, the “Merger Agreement”), by and among Middleby, Middleby Marshall Inc., a Delaware corporation (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Welbilt. This document also constitutes a proxy statement of each of Middleby and Welbilt under Section 14(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”) and the special meeting of Middleby stockholders (the “Middleby Special Meeting”).

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Neither Middleby nor Welbilt have authorized anyone to provide you with information that is different from, or in addition to, that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [                ], 2021. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to Middleby stockholders and Welbilt stockholders nor the issuance by Middleby of shares of common stock of Middleby, par value $0.01 per share (“Middleby Common Stock”) pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Middleby has supplied all information contained in this joint proxy statement/prospectus relating to Middleby, and Welbilt has supplied all such information relating to Welbilt. Middleby and Welbilt have both contributed to the information related to the Merger (as herein defined) contained in this joint proxy statement/prospectus.

Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Middleby” refer to The Middleby Corporation, a Delaware corporation. Unless the context otherwise requires, all references in this joint proxy statement/prospectus to “Welbilt” refer to Welbilt, Inc., a Delaware corporation. All references in this joint proxy statement/prospectus to “Middleby Common Stock” refer to the common stock of Middleby, par value $0.01 per share, and all references in this joint proxy statement/prospectus to “Welbilt Common Stock” refer to the common stock of Welbilt, par value $0.01 per share. All references in this joint proxy statement/prospectus to “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of April 20, 2021, by and among Middleby, Acquiror, Merger Sub, and Welbilt, as it may be amended from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. All references in this joint proxy statement/prospectus to the “Exchange Ratio” refer to the ratio of 0.1240 shares of Middleby Common Stock per outstanding share of Welbilt Common Stock that will be issued to Welbilt stockholders in connection with the Merger.

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Middleby and Welbilt from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information.”

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Middleby or Welbilt, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

If you would like to request any of the Middleby or Welbilt documents that are incorporated by reference into this joint proxy statement/prospectus, please do so by [                ], 2021 in order to receive them before the Middleby Special Meeting and the Welbilt Special Meeting.

You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Middleby with the SEC by accessing Middleby’s website at https://middlebycorporation.gcs-web.com/financial-information/sec-filings. You may also obtain copies of documents filed by Welbilt with the SEC by accessing Welbilt’s website at https://ir.welbilt.com/investor-relations/financial-information/sec-filings/default.aspx.

We are not incorporating the contents of the websites of the SEC, Middleby, Welbilt or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 217.

In addition, if you have questions about the Merger (as defined below) or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for Middleby, toll-free at (877) 717-3926 or, for brokers and banks, collect at (212) 750-5833, or D.F. King & Co., Inc., the proxy solicitor for Welbilt, toll-free at (800) 714-3310 or, for brokers and banks, at (212) 269-5550. You will not be charged for any of these documents that you request.

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Table of Contents

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the special meeting of Welbilt stockholders (the “Welbilt Special Meeting”), the special meeting of Middleby stockholders (the “Middleby Special Meeting”) and the Merger. They may not include all the information that is important to Welbilt stockholders and Middleby stockholders. Welbilt stockholders and Middleby stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to herein incorporated by reference.

In order to complete the Merger, among other things, Welbilt stockholders must adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and Middleby stockholders must approve the issuance of shares of Middleby Common Stock in connection with the Merger.

This joint proxy statement/prospectus serves as both the proxy statement through which Middleby and Welbilt will solicit proxies to obtain the necessary stockholder approvals for the Merger and the prospectus by which Middleby will issue shares of Middleby Common Stock as consideration in the Merger.

This joint proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the Welbilt Special Meeting and the Middleby Special Meeting, the Merger and other matters.

The Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other transactions contemplated by the Merger Agreement, please see “The Merger” elsewhere in this joint proxy statement/prospectus.

Welbilt stockholders will also be asked to (1) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Welbilt’s named executive officers that is based on or otherwise

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relates to the Merger (the “Advisory Compensation Proposal”); and (2) approve the proposal to adjourn the Welbilt Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Welbilt Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Welbilt stockholders (the “Welbilt Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Welbilt Common Stock that you own. The approval of the Merger Proposal is a condition to the obligations of Middleby and Welbilt to complete the Merger.

Middleby stockholders will also be asked to approve the proposal to adjourn the Middleby Special Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes at the time of the Middleby Special Meeting to approve the Stock Issuance Proposal or the Middleby Authorized Share Increase Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Middleby stockholders (the “Middleby Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Middleby Common Stock that you own. The approval of the Stock Issuance Proposal is a condition to the obligations of each of Middleby and Welbilt to complete the Merger.

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Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Welbilt Common Stock as of the Welbilt Record Date entitled to vote on the proposal. Accordingly, a Welbilt stockholder’s abstention from voting or the failure of a Welbilt stockholder to vote (including the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Merger Proposal.

Approval of each of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal require the affirmative vote of the holders of a majority of the Welbilt Common Stock as of the Welbilt Record Date entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Accordingly, with respect to a Welbilt stockholder who is present in person or represented by proxy at the Welbilt Special Meeting, such stockholder’s abstention from voting will have the same effect as a vote “against” the Advisory Compensation Proposal and Welbilt Adjournment Proposal. The failure of a Welbilt stockholder of record who is not present in person or represented by proxy at the Welbilt Special Meeting to vote on either proposal, as well as the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to the bank, broker, trust or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Welbilt Adjournment Proposal. Regardless of whether there is a quorum, the chairman or any other person presiding over the Welbilt Special Meeting as provided in the Welbilt Bylaws or by the board of directors of Welbilt (the “Welbilt Board”) (such person, the “Presiding Stockholder Meeting Chair”) may also adjourn the Welbilt Special Meeting. In addition, the Welbilt Special Meeting may be postponed by the Welbilt Board in its discretion.

Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by holders of shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting, assuming a quorum is present, such stockholder’s abstention from voting, a broker non-vote or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee) will have no effect on the outcome of the Stock Issuance Proposal.

Approval of the Middleby Authorized Share Increase Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Middleby Common Stock as of the Middleby Record Date entitled to vote on the proposal. Accordingly, an abstention from a Middleby stockholder or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Middleby Authorized Share Increase Proposal.

Approval of the Middleby Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Middleby Common Stock as of the Middleby Record Date present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting,

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such stockholder’s abstention from voting or the failure of a Middleby stockholder to vote will have the same effect as a vote “against” the Middleby Adjournment Proposal. Assuming a quorum is present, the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee will have no effect on the outcome of the Middleby Adjournment Proposal. However, if a Middleby stockholder instructs its bank, broker, trust or other nominee regarding the Stock Issuance Proposal but not the Middleby Adjournment Proposal or the Middleby Authorized Share Increase Proposal, the resulting broker non-vote will have the same effect as voting “against” the Middleby Adjournment Proposal. Regardless of whether there is a quorum, the chairman of the Middleby Special Meeting may also adjourn the Middleby Special Meeting.

Because Middleby will issue a fixed number of shares of Middleby Common Stock in exchange for each share of Welbilt Common Stock, the value of the merger consideration that Welbilt stockholders will receive in the Merger will depend on the market price of shares of Middleby Common Stock at the Effective Time. The market price of shares of Middleby Common Stock that Welbilt stockholders receive at the Effective Time could be greater than, less than or the same as the market price of shares of Middleby Common Stock on the date of this joint proxy statement/prospectus or at the time of the Welbilt Special

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Meeting or the Middleby Special Meeting. Accordingly, you should obtain current market quotations for Middleby Common Stock and Welbilt Common Stock before deciding how to vote with respect to the Merger Proposal or the Stock Issuance Proposal, as applicable. Middleby Common Stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “MIDD.” Welbilt Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WBT.”

For more information regarding the merger consideration to be received by Welbilt stockholders if the Merger is completed, please see “The Merger Agreement—Merger Consideration.”

As of the Effective Time, each option to purchase shares of Welbilt Common Stock under the Welbilt Equity Plan (each, a “Welbilt Option”) that is then outstanding will be converted into an option to purchase shares of Middleby Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, a “Middleby Option”) except that:

provided, however, that the conversion of the Welbilt Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Welbilt Options for purposes of Section 409A or Section 424 of the Code.

Treatment of Welbilt Restricted Stock

As of the Effective Time, each outstanding share of Welbilt Common Stock that is unvested or subject to a risk of forfeiture or repurchase option in favor of Welbilt and granted under the Welbilt Equity Plan (the “Welbilt Restricted Stock”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted stock with respect to shares of Middleby Common Stock (each a, “Middleby Restricted Stock Award”) with substantially the same terms and conditions as were applicable to such Welbilt Restricted Stock award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby Restricted Stock Award will be comprised of that number of shares of Middleby Common Stock as is equal to the product of:

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Treatment of Welbilt RSUs

As of the Effective Time, each restricted stock unit constituting the right to be issued a share of Welbilt Common Stock upon vesting granted under the Welbilt Equity Plan (each, a “Welbilt RSU”) and each Welbilt RSU held by a non-employee member of the Welbilt Board granted under the Welbilt Equity Plan (each, a “Welbilt Director RSU”) that is outstanding immediately prior to the Effective Time will be converted into a restricted stock unit award that will settle in shares of Middleby Common Stock (each a, “Middleby RSU Award”) with substantially the same terms and conditions as were applicable to such Welbilt RSU or Welbilt Director RSU, as applicable, immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:

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If you are a Welbilt stockholder of record, you may also cast your vote [virtually] at the special meeting [by following the instructions at [                ]]. If you decide to attend the Welbilt Special Meeting [virtually] and vote at the meeting, your vote will revoke any proxy previously submitted.

The Welbilt Special Meeting will begin promptly at [          ] [a.m./p.m.], Eastern Time, on [                ], 2021. Welbilt encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

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Even if you plan to attend the Welbilt Special Meeting [virtually], Welbilt recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Welbilt Special Meeting.

Additional information on voting procedures can be found under “Welbilt Special Meeting.”

If you are a Middleby stockholder of record, you may also cast your vote [virtually] at the special meeting [by following the instructions at [                ]]. If you decide to attend the Middleby Special Meeting [virtually] and vote at the meeting, your vote will revoke any proxy previously submitted.

The Middleby Special Meeting will begin promptly at [          ] [a.m./p.m.], Central Time, on [                ], 2021. Middleby encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this joint proxy statement/prospectus.

Even if you plan to attend the Middleby Special Meeting [virtually], Middleby recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Middleby Special Meeting.

Additional information on voting procedures can be found under “Middleby Special Meeting.”

[Welbilt has chosen to hold the Welbilt Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Welbilt stockholders, directors, officers, employees and other constituents.]

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Even if you plan to attend the Welbilt Special Meeting [virtually], Welbilt recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

[Middleby has chosen to hold the Middleby Special Meeting solely via the Internet and not in a physical location given the public health impact of COVID-19 and the desire to promote the health and safety of the Middleby stockholders, directors, officers, employees and other constituents.]

Even if you plan to attend the Middleby Special Meeting [virtually], Middleby recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

The effect of not instructing your bank, broker, trust or other nominee how you wish to vote your shares will be the same as a vote “against” the Merger Proposal or the Middleby Authorized Share Increase Proposal, as applicable, and will not have any effect on the outcome of the Welbilt Adjournment Proposal or the Middleby Adjournment Proposal, as applicable, or the Stock Issuance Proposal or the Advisory Compensation Proposal, as applicable. However, if you instruct your bank, broker, trust or other nominee on how you wish to vote your shares on some but not all proposals, the

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resulting broker non-vote will have the same effect as voting “against” any proposal for which you do not provide instruction the Merger Proposal, but will have no effect on the Advisory Compensation Proposal or the Welbilt Adjournment Proposal.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card, or you may cast your vote by telephone or Internet as provided on each proxy card, or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Welbilt Common Stock or Middleby Common Stock are voted.

“Street name” Holders. For shares held in “street name” through a bank, broker, trust or other nominee, you should follow the procedures provided by your bank, broker, trust or other nominee to vote your shares.

If you sign, date and return your proxy card and do not indicate how you want your shares of Middleby Common Stock to be voted, then your shares of Middleby Common Stock will be voted “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal.

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Your attendance at the Welbilt Special Meeting will not revoke your proxy unless you give written notice of revocation to Welbilt’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Welbilt Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Welbilt Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

For more information, please see “Welbilt Special Meeting—Revocation of Proxies.”

Your attendance at the Middleby Special Meeting will not revoke your proxy unless you give written notice of revocation to Middleby’s Corporate Secretary before your proxy is exercised or unless you vote your shares in person at the Middleby Special Meeting.

Execution or revocation of a proxy will not in any way affect your right to attend the Middleby Special Meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

For more information, please see “Middleby Special Meeting—Revocation of Proxies.”

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Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Welbilt Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Middleby and Welbilt also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Middleby Common Stock. Middleby’s directors, officers and employees and Welbilt’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

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Welbilt, Inc.

Attn: Corporate Secretary

2227 Welbilt Boulevard

New Port Richey, Florida 34655

If you are a Middleby stockholder and have questions about the Middleby Special Meeting or the Merger, or desire additional copies of this joint proxy statement/prospectus or additional proxy cards, you may contact:

The Middleby Corporation

Attn: Corporate Secretary

1400 Toastmaster Drive

Elgin, Illinois, 60120

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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a Welbilt stockholder or Middleby stockholder. To understand the Merger fully and for a more complete description of the terms of the Merger, you should read this entire joint proxy statement/prospectus carefully, including its annexes and the other documents to which you are referred. Additionally, important information, which you are urged to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 217. Items in this summary include a page reference directing you to a more complete description of those items.

The Parties to the Merger (See page 50)

The Middleby Corporation

Middleby is a leader in the design, manufacture, marketing, distribution, and service of a broad line of (i) foodservice equipment used in all types of commercial restaurants and institutional kitchens, (ii) food preparation, cooking, baking, chilling and packaging equipment for food processing operations, and (iii) premium kitchen equipment including ranges, ovens, refrigerators, ventilation and dishwashers primarily used in the residential market. Middleby Common Stock is listed and traded on NASDAQ under the ticker symbol “MIDD.” Middleby, which is incorporated in Delaware, has its executive offices located at 1400 Toastmaster Drive, Elgin, Illinois, 60120, and can be reached by phone at (847) 741-3300.

Welbilt, Inc.

Welbilt is one of the world’s leading commercial foodservice equipment companies currently leveraging a full suite of equipment capable of storing, cooking, holding, displaying, dispensing and serving in both hot and cold foodservice categories. Welbilt designs, manufactures and supplies best-in-class equipment for the global commercial foodservice market which is used by commercial and institutional foodservice operators including full-service restaurants, quick-service restaurant chains, hotels, resorts, cruise ships, caterers, supermarkets, convenience stores, hospitals, schools and other institutions. Welbilt sells its products in each of its geographical segments, the Americas, EMEA and APAC, through a global network of over 5,000 distributors, dealers, buying groups and manufacturers’ representatives. Welbilt Common Stock is listed and traded on the NYSE under the ticker symbol “WBT.” Welbilt has its executive offices located at 2227 Welbilt Boulevard, New Port Richey, FL 34655, and can be reached by phone at (727) 375-7010.

The Merger and the Merger Agreement (See page 52)

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Merger.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Welbilt, the separate corporate existence of Merger Sub will cease and Welbilt will continue as an indirect wholly owned subsidiary of Middleby. Following the Merger, Welbilt Common Stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Exchange Ratio (See page 112)

At the Effective Time, each share of Welbilt Common Stock will be converted into the right to receive 0.1240 shares of Middleby Common Stock.

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The Exchange Ratio is fixed, which means that it will not change between now and the Effective Time, regardless of changes in the market price of Welbilt Common Stock and Middleby Common Stock. No fractional shares of Middleby Common Stock will be issued upon the conversion of shares of Welbilt Common Stock pursuant to the Merger Agreement. Each Welbilt stockholder who otherwise would have been entitled to receive a fraction of a share of Middleby Common Stock will be entitled to receive cash in lieu of such fractional share.

Middleby stockholders will continue to own their existing shares of Middleby Common Stock, and it is expected that Middleby stockholders will own approximately 76% of the Middleby Common Stock and Welbilt stockholders will own approximately 24% of the Middleby Common Stock immediately following the Effective Time.

The Middleby Special Meeting (See page 153)

The Middleby Special Meeting will be held [virtually] at [             ], on [            ], 2021, at [          ] [a.m./p.m.], Central Time. The Middleby Special Meeting is being held to consider and vote on the following proposals:

Completion of the Merger is conditioned on, among other things, the approval of the Stock Issuance Proposal by Middleby stockholders. Approval of the Middleby Adjournment Proposal is not a condition to the obligation of either Welbilt or Middleby to complete the Merger.

Only holders of record of outstanding shares of Middleby Common Stock as of the close of business on [             ], 2021, the Middleby Record Date, are entitled to notice of, and to vote at, the Middleby Special Meeting or any adjournment or postponement of the Middleby Special Meeting. Middleby stockholders may cast one vote for each share of Middleby Common Stock owned as of the Middleby Record Date for each proposal.

Assuming holders of a majority of the outstanding shares of Middleby Common Stock entitled to vote at a meeting of stockholders are present in person or represented by proxy at the Middleby Special Meeting (for purposes of the Middleby Special Meeting, a “quorum”), approval of the Stock Issuance Proposal requires the affirmative vote of a majority of votes cast by holders of shares of Middleby Common Stock present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting, assuming a quorum is present, such stockholder’s abstention from voting, a broker non-vote or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee) will have no effect on the outcome of the Stock Issuance Proposal.

Approval of the Middleby Authorized Share Increase Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Middleby Common Stock entitled to vote on the proposal. Accordingly, an abstention from a Middleby stockholder or the failure of a Middleby stockholder to vote (including the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Middleby Authorized Share Increase Proposal.

Approval of the Middleby Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Middleby Common Stock present in person or represented by proxy at the Middleby Special Meeting and entitled to vote thereon. Accordingly, with respect to a Middleby stockholder who is present in person or represented by proxy at the Middleby Special Meeting, such stockholder’s abstention from voting or

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the failure of a Middleby stockholder to vote will have the same effect as a vote “against” the Middleby Adjournment Proposal. Assuming a quorum is present, the failure of a Middleby stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to its bank, broker, trust or other nominee will have no effect on the outcome of the Middleby Adjournment Proposal. However, if a Middleby stockholder instructs its bank, broker, trust or other nominee regarding the Stock Issuance Proposal but not Middleby Adjournment Proposal, the resulting broker non-vote will have the same effect as voting “against” the Middleby Adjournment Proposal. Regardless of whether there is a quorum, the chairman of the Middleby Special Meeting may also adjourn the Middleby Special Meeting.

Under the Middleby Bylaws, virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Recommendation of the Middleby Board and its Reasons for the Merger (See page 65)

The Middleby Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Middleby and its stockholders and has unanimously adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The Middleby Board unanimously recommends that Middleby stockholders vote “FOR” the Stock Issuance Proposal, “FOR” the Middleby Authorized Share Increase Proposal and “FOR” the Middleby Adjournment Proposal, if necessary or appropriate to reach a quorum or solicit additional proxies. For additional information on the factors considered by the Middleby Board in reaching this decision and the recommendation of the Middleby Board, please see “The Merger—Recommendation of the Middleby Board and its Reasons for the Merger.”

Opinion of Middleby’s Financial Advisor (See page 68)

Pursuant to an engagement letter, Middleby retained Guggenheim Securities, LLC (“Guggenheim”) as its financial advisor in connection with the proposed Merger.

At the meeting of the Middleby Board on April 20, 2021, Guggenheim rendered its oral opinion to the Middleby Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Guggenheim in preparing the opinion, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Middleby. Guggenheim confirmed its April 20, 2021 oral opinion by delivering its written opinion, dated April 20, 2021, to the Middleby Board that, as of such date, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Middleby.

The full text of the written opinion of Guggenheim, dated April 20, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Guggenheim in preparing the opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of Guggenheim set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Middleby stockholders are urged to read the opinion in its entirety. Guggenheim’s opinion was addressed to the Middleby Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Exchange Ratio in the proposed Merger and did not address any other aspect of the proposed Merger. The opinion does not constitute a recommendation to any stockholder of Middleby as to how such stockholder should vote with respect to the Stock Issuance Proposal, the Middleby Authorized Share Increase Proposal or any other matter. For a description of the opinion that the Middleby Board received from Guggenheim, see the section entitled “The Merger—Opinion of Middleby’s Financial Advisor.”

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Interests of Middleby’s Directors and Executive Officers in the Merger (See page 105)

Other than with respect to continued service for, employment by and the right to continued indemnification by the combined company, as of the date of this joint proxy statement/prospectus, Middleby’s directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other the Middleby stockholders generally. See “Interests of Middleby Directors and Executive Officers in the Merger.”

The Welbilt Special Meeting (See page 162)

The Welbilt Special Meeting will be held [virtually] at [             ], on [                    ], 2021, at [                    ] [a.m./p.m.], Eastern Time. The Welbilt Special Meeting is being held to consider and vote on the following proposals:

Completion of the Merger is conditioned on, among other things, the approval of the Merger Proposal by Welbilt stockholders. Approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal are not conditions to the obligation of either Welbilt or Middleby to complete the Merger.

Only holders of record of outstanding shares of Welbilt Common Stock as of the close of business on [             ], 2021, the Welbilt Record Date, are entitled to notice of, and to vote at, the Welbilt Special Meeting or any adjournment or postponement of the Welbilt Special Meeting. Welbilt stockholders may cast one vote for each share of Welbilt Common Stock owned as of the Welbilt Record Date for each proposal.

Assuming holders of a majority of the outstanding shares of Welbilt Common Stock are present in person or represented by proxy at the Welbilt Special Meeting (for purposes of the Welbilt Special Meeting, a “quorum”), approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Welbilt Common Stock entitled to vote on the proposal. Accordingly, a Welbilt stockholder’s abstention from voting or the failure of a Welbilt stockholder to vote (including the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to that bank, broker, trust or other nominee) will have the same effect as a vote “against” the Merger Proposal.

Under the Welbilt Bylaws, approval of the Welbilt Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Welbilt Common Stock entitled to vote thereon and present in person or represented by proxy at the Welbilt Special Meeting. Accordingly, with respect to a Welbilt stockholder who is present in person or represented by proxy at the Welbilt Special Meeting and who abstains, such stockholder’s abstention will be counted in connection with the determination of whether a quorum is present and will have the same effect as a vote “against” each of the Advisory Compensation Proposal and the Welbilt Adjournment Proposal. However, the failure of a Welbilt stockholder of record who is not present in person or represented by proxy at the Welbilt Special Meeting to vote on either proposal, as well as the failure of a Welbilt stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give any voting instructions to the bank, broker, trust or other nominee, will have no effect on either of the Advisory Compensation Proposal or the Welbilt Adjournment Proposal.

Icahn Support Agreement (See page 152)

Contemporaneously with the execution of the Merger Agreement, Middleby entered into the Icahn Support Agreement (a copy of which is attached as Annex D to this joint proxy statement/prospectus) with

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certain Welbilt stockholders affiliated with Carl C. Icahn (such stockholders are referred to herein collectively as the “Icahn Stockholders”), pursuant to which the Icahn Stockholders agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For more information, please see “The Merger Agreement—Icahn Support Agreement.” For more information regarding the security ownership of the Icahn Stockholders, please see “Certain Beneficial Owners of Welbilt Common Stock.”

Recommendation of the Welbilt Board and its Reasons for the Merger (See page 79)

The Welbilt Board has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Welbilt and the Welbilt stockholders, (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (iii) resolved to recommend that the Welbilt stockholders vote in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Welbilt Board unanimously recommends that Welbilt stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Welbilt Adjournment Proposal, if necessary or appropriate to reach a quorum solicit additional proxies. For additional information on the factors considered by the Welbilt Board in reaching this decision and the recommendation of the Welbilt Board, please see “The Merger—Recommendation of the Welbilt Board and its Reasons for the Merger.”

Opinion of Welbilt’s Financial Advisor (See page 83)

Welbilt retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as financial advisor to the Welbilt Board in connection with the proposed Merger. At the meeting of the Welbilt Board on April 20, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of Welbilt Common Stock. The full text of the written opinion of Morgan Stanley, dated as of April 20, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex C. You are encouraged to read the opinion carefully and in its entirety. The summary of the opinion of Morgan Stanley set forth herein is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley’s opinion was rendered for the benefit of the Welbilt Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the Exchange Ratio to the holders of shares of Welbilt Common Stock. Morgan Stanley’s opinion did not address any other aspects or implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, the prices at which shares of Middleby Common Stock or Welbilt Common Stock would trade following consummation of the Merger or at any time, or the fairness of the amount or nature of the compensation to any officers, directors or employees of Welbilt, or any class of such persons, relative to the consideration to be received by the holders of shares of Welbilt Common Stock pursuant to the Merger. Morgan Stanley did not express any opinion or recommendation as to how the stockholders of Middleby or Welbilt should vote at the stockholders’ meetings to be held in connection with the Merger.

Interests of Welbilt’s Directors and Executive Officers in the Merger (See page 100)

When considering the recommendation of the Welbilt Board that Welbilt stockholders vote “FOR” the Merger Proposal, Welbilt stockholders should be aware that, aside from their interests as Welbilt stockholders, Welbilt’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of other Welbilt stockholders generally. The Welbilt Board was aware of such interests during its

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deliberations on the merits of the Merger and in deciding to recommend that Welbilt stockholders vote “FOR” the Merger Proposal at the Welbilt Special Meeting on [             ], 2021.

These interests include:

The Welbilt Board was aware of these additional interests of their directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and in recommending the applicable Merger-related proposals. For a further discussion of the interests of Welbilt directors and executive officers in the Merger, see “The Merger—Interests of Welbilt’s Directors and Executive Officers in the Merger.”

Treatment of Welbilt Equity Awards (See page 113)

Treatment of Welbilt Stock Options

As of the Effective Time, each Welbilt Option that is then outstanding will be converted into a Middleby Option with substantially the same terms and conditions as were applicable to such Welbilt Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that:

provided, however, that the conversion of the Welbilt Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Welbilt Options for purposes of Section 409A or Section 424 of the Code.

Treatment of Welbilt Restricted Stock

As of the Effective Time, each Welbilt Restricted Stock award that is outstanding immediately prior to the Effective Time will be converted into a Middleby Restricted Stock Award with substantially the same terms and conditions as were applicable to such Welbilt Restricted Stock award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby Restricted

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Stock Award will be comprised of that number of shares of Middleby Common Stock as is equal to the product of:

Treatment of Welbilt RSUs

As of the Effective Time, each Welbilt RSU and each Welbilt Director RSU that is outstanding immediately prior to the Effective Time will be converted into a Middleby RSU Award with substantially the same terms and conditions as were applicable to such Welbilt RSU or Welbilt Director RSU, as applicable, immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:

Treatment of Welbilt PSUs

As of the Effective Time, each Welbilt PSU (other than a Welbilt Director RSU) that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into a Middleby RSU Award that vests solely based on the passage of time on the terms and conditions (including, if applicable, any continuing vesting requirements and vesting acceleration terms) under the Welbilt Equity Plan and applicable award agreement in effect immediately prior to the Effective Time, except that such Middleby RSU Award will be comprised of that number of Middleby restricted stock units as is equal to the product of:

Certain Actions

Prior to the Effective Time, the parties will take all actions that Middleby and Welbilt determine are reasonably necessary or desirable to effectuate the provisions of the Merger Agreement related to the treatment of the Welbilt equity awards, including obtaining board or committee consents or adopting or assuming a Welbilt Equity Plan by Middleby.

At or prior to the Effective Time, Middleby will be required take all actions reasonably necessary to reserve for issuance a number of shares of Middleby Common Stock in connection with the Rollover Equity Awards.

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At or prior to the Effective Time, Middleby will file a registration statement on Form S-8 with respect to the shares of Middleby Common Stock subject to the assumed awards described in the Merger Agreement. Welbilt will be required to reasonably assist Middleby in the preparation of such registration statement and provide Middleby with all information reasonably requested by Middleby for such preparation.

Repayment, Termination and Defeasance of Existing Indebtedness (See page 106)

At least five (5) business days prior to the Closing Date (as defined below), Welbilt will use commercially reasonable efforts to deliver to Middleby:

Welbilt will use commercially reasonable efforts to, and will use commercially reasonable efforts to cause its subsidiaries to, deliver to Middleby (or to the agent or trustee, as applicable, under the Existing Credit Facilities, in the case of prepayment and termination notices or deliverables related to defeasance) prior to the Closing, in form and substance reasonably satisfactory to Middleby, all the documents, filings and notices required for:

Certain Beneficial Owners of Welbilt Common Stock (See page 210)

At the close of business on [             ], 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, Welbilt’s directors and executive officers and their affiliates, as a group, beneficially owned and were entitled to vote approximately [            ] shares of Welbilt Common Stock, collectively representing [    ]% of the shares of Welbilt Common Stock outstanding on that date. Welbilt currently expects that all of its directors and executive officers will vote their shares “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Welbilt Adjournment Proposal (if necessary). For more information regarding the security ownership of Welbilt directors and executive officers, please see “Certain Beneficial Owners of Welbilt Common Stock.”

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In addition, pursuant to the Icahn Support Agreement, the Icahn Stockholders (which beneficially owned approximately 8.4% of the outstanding shares of Welbilt Common Stock as of [             ], 2021) have agreed, subject to the terms and conditions thereof, to vote all shares of Welbilt Common Stock held by the Icahn Stockholders as of such date in favor of the Merger Proposal at the Welbilt Special Meeting. For a more complete discussion of the Icahn Support Agreement, please see “The Merger—Icahn Support Agreement.”

Ownership of Middleby after the Merger (See page 106)

As of the date of this joint proxy statement/prospectus, based on the Exchange Ratio, the number of outstanding shares of Welbilt Common Stock (plus the number of shares underlying outstanding Welbilt RSUs) and the number of outstanding shares of Middleby Common Stock (on a fully diluted basis), it is estimated that Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the issued and outstanding shares of Middleby Common Stock on a fully diluted basis immediately following the Effective Time.

Board of Directors of Middleby Following the Merger (See page 106)

The Middleby Board at the Effective Time will consist of nine directors and be composed of the (i) Legacy Middleby Directors and (ii) the Welbilt Appointed Directors.

Conditions to the Completion of the Merger (See page 144)

Each party’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

In addition, Middleby’s and Merger Sub’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

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Welbilt’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

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No Solicitation of Acquisition Proposals by Welbilt (See page 128)

Welbilt agreed that from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms that:

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Notwithstanding the foregoing, if at any time after the date of the Merger Agreement and prior to the approval of the Merger Proposal, Welbilt receives a bona fide written Welbilt Acquisition Proposal from a third party and such Welbilt Acquisition Proposal was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, then Welbilt may:

In the case of the previous two bullets, Welbilt may take such actions only if the Welbilt Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Welbilt Acquisition Proposal constitutes or is reasonably likely to constitute or result in a Welbilt Superior Proposal.

Welbilt:

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For the purposes of this joint proxy statement/prospectus:

No Solicitation of Acquisition Proposals by Middleby (See page 130)

Middleby agreed that, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms:

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Notwithstanding the foregoing, if at any time after the date of the Merger Agreement and prior to obtaining the approval of the Stock Issuance Proposal, Middleby receives a bona fide written Middleby Acquisition Proposal from a third party and such Middleby Acquisition Proposal was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, then Middleby may:

In the case of previous two bullets, only if the Middleby Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Middleby Acquisition Proposal constitutes or is reasonably likely to constitute or result in a Middleby Superior Proposal.

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Middleby:

For the purposes of this joint proxy statement/prospectus:

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No Change of Recommendation by Welbilt (See page 131)

Except as permitted by the Merger Agreement, neither the Welbilt Board nor any committee thereof will:

Permitted Welbilt Change of Recommendation—Superior Proposal

If, at any time after the date of the Merger Agreement and prior to the receipt of the approval of the Merger Proposal, the Welbilt Board receives a Welbilt Acquisition Proposal that the Welbilt Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Welbilt Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, the Welbilt Board may effect a Welbilt Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms in order to enter into a definitive agreement with respect to such Welbilt Superior Proposal if:

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Permitted Welbilt Change of Recommendation—Intervening Event

Other than in connection with a Welbilt Superior Proposal (which is subject to the terms of the Merger Agreement), prior to obtaining the approval of the Merger Proposal, the Welbilt Board may, in response to a Welbilt Intervening Event, take an action that would result in a Welbilt Recommendation Modification, only if:

No Change of Recommendation by Middleby (See page 131)

Neither the Middleby Board nor any committee thereof may

Permitted Middleby Change of Recommendation—Superior Proposal

Notwithstanding the provisions of the Merger Agreement described above, if, at any time after the date of the Merger Agreement and prior to the receipt of Middleby’s stockholders’ approval of the Stock Issuance Proposal, the Middleby Board receives a Middleby Acquisition Proposal that the Middleby Board determines in

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good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Middleby Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the Merger Agreement, the Middleby Board may effect a Middleby Adverse Recommendation Change or terminate the Merger Agreement pursuant to its terms in order to enter into a definitive agreement with respect to such Middleby Superior Proposal if

Permitted Middleby Change of Recommendation—Intervening Event

Notwithstanding the provisions of the Merger Agreement described above, other than in connection with a Middleby Superior Proposal, prior to obtaining the receipt of Middleby’s stockholders’ approval of the Stock Issuance Proposal, the Middleby Board may, in response to a Middleby Intervening Event, take any action that may constitute a Middleby Recommendation Modification, only if:

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Termination of the Merger Agreement (See page 146)

Termination by Mutual Consent

The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Welbilt stockholders or approval of the Stock Issuance Proposal by the Middleby stockholders, by mutual written consent of Middleby and Welbilt.

Termination by Either Middleby or Welbilt

Either party may terminate the Merger Agreement if:

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Termination by Middleby

Middleby may terminate the Merger Agreement if:

provided, however, that Middleby may not terminate the Merger Agreement pursuant to the foregoing if Middleby or Merger Sub is then in material breach of any of its obligations under the Merger Agreement so as to result in the failure of Middleby’s conditions to the Merger;

Termination by Welbilt

Welbilt may terminate the Merger Agreement if:

provided, however, that Welbilt may not terminate the Merger Agreement pursuant to the foregoing if Welbilt is then in material breach of any of its obligations under the Merger Agreement so as to result in the failure of Welbilt’s conditions to the Merger;

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Payment of Expenses (See page 148)

Welbilt will be required to pay to Middleby all reasonable and documented out-of-pocket costs and expenses, including all fees and expenses incurred in connection with the financing of the transactions contemplated by the Merger Agreement and the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by Middleby and Merger Sub in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement in an amount not to exceed $20,000,000 (the “Middleby Expenses”) if the Merger Agreement is terminated by either Middleby or Welbilt because the Welbilt stockholders fail to approve the Merger Proposal; provided that any payment of the Middleby Expenses will not affect Middleby’s right to receive any Welbilt Termination Fee otherwise due under the Merger Agreement, but shall reduce, on a dollar for dollar basis, any Welbilt Termination Fee that becomes due and payable under the Merger Agreement. Any Middleby Expenses required to be paid by Welbilt in accordance with the Merger Agreement must be made by wire transfer of immediately available funds promptly, but in no event later than three (3) business days after Middleby’s receipt of documentation supporting such Middleby Expenses.

Middleby will be required to pay to Welbilt all of the reasonable and documented out-of-pocket costs and expenses, including the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by Welbilt in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement in an amount not to exceed $20,000,000 (the “Welbilt Expenses”), plus any amounts payable to Welbilt in connection with Middleby’s financing activities; provided that any payment of the Welbilt Expenses will not affect Welbilt’s right to receive any Middleby Termination Fee otherwise due under the Merger Agreement, but will reduce, on a dollar for dollar basis, any Middleby Termination Fee that becomes due and payable under the Merger Agreement. Any Welbilt Expenses required to be paid by Middleby under the Merger Agreement must be made by wire transfer of immediately available funds promptly, but in no event later than three (3) business days after Middleby’s receipt of documentation supporting such Welbilt Expenses.

Termination Fee (See page 148)

Welbilt will be required to pay to Middleby the Welbilt Termination Fee if:

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In the case of the previous bullets:

Welbilt will be required to pay to Middleby the Welbilt Termination Fee if:

Middleby will be required to pay to Welbilt the Middleby Termination Fee if:

In the case of the previous bullets:

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Middleby will be required to pay to Welbilt the Middleby Termination Fee if:

Middleby will be required to pay Welbilt the Reverse Termination Fee if:

Notwithstanding anything to the foregoing, Middleby is not required to pay the Reverse Termination Fee pursuant to the foregoing if a breach by Welbilt of any of its obligations under the Merger Agreement is the principal cause of the circumstances that would have otherwise required the payment of the Reverse Termination Fee pursuant to the foregoing.

Material U.S. Federal Income Tax Consequences of the Merger (See page 190)

For U.S. federal income tax purposes, it is intended that:

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Each of Middleby and Welbilt will be required to (i) use reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) not take (and use reasonable best efforts to prevent any affiliate of such party from taking) any actions that would reasonably be expected to prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code.

Middleby and Welbilt have not sought and will not seek any ruling from the IRS regarding any matters relating to the Merger, and, as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth herein.

For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws, or federal tax laws other than U.S. federal income tax laws.

THE TAX CONSEQUENCES OF THE MERGER TO ANY PARTICULAR WELBILT STOCKHOLDER WILL DEPEND ON THAT STOCKHOLDER’S PARTICULAR CIRCUMSTANCES. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

Fractional Shares (See page 112)

No fractional shares of Middleby Common Stock will be issued upon the conversion of Welbilt Common Stock pursuant to the Merger Agreement, and such fractional share interests will not entitle the owner thereof to any Middleby Common Stock or to vote or to any other rights of a holder of Middleby Common Stock.

All fractional shares that a single record holder of Welbilt Common Stock would be otherwise entitled to receive will be aggregated and calculations will be rounded to three (3) decimal places.

In lieu of any such fractional shares, each holder of Welbilt Common Stock otherwise entitled to a fractional share of Middleby Common Stock will be entitled to receive an amount in cash, without interest, rounded down to the nearest cent, equal to the product of:

As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Welbilt Common Stock in lieu of any fractional share interests in Middleby Common Stock, the Exchange Agent will pay the applicable amount, without interest, to each of the holders of Welbilt Common Stock entitled to receive such cash.

The payment of cash in lieu of fractional share interests pursuant to the Merger Agreement is not a separately bargained-for consideration thereunder.

Comparison of Stockholders’ Rights (See page 196)

Upon the completion of the Merger, Welbilt stockholders receiving shares of Middleby Common Stock will become stockholders of Middleby, and their rights will be governed by Delaware law and the governing corporate documents of Middleby in effect at the Effective Time.

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Welbilt stockholders will have different rights once they become stockholders of Middleby due to differences between the governing corporate documents of Welbilt and Middleby, as further described in “Comparison of Stockholders’ Rights.”

Listing of Middleby Common Stock; Delisting and Deregistration of Welbilt Common Stock (See page 140)

Before completion of the Merger, Middleby has agreed to use its reasonable best efforts to cause the shares of Middleby Common Stock to be issued in the Merger and reserved for issuance under any equity awards to be approved for listing on NASDAQ.

In addition, the new shares of Middleby Common Stock to be issued to former Welbilt stockholders must be approved for listing on NASDAQ, subject to official notice of issuance.

If the Merger is completed, the Welbilt Common Stock will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Accounting Treatment of the Merger (See page 109)

The Merger will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 — Business Combinations, which we refer to as “ASC 805.” Middleby’s management has evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Middleby will be the acquirer for financial accounting purposes. Accordingly, Middleby’s cost to acquire Welbilt has been allocated to Welbilt’s acquired assets, liabilities and commitments based upon their estimated fair values. The allocation of the purchase price is estimated and is dependent upon estimates of certain valuations that are subject to change. In addition, the final purchase price of Middleby’s acquisition of Welbilt will not be known until the date of the completion of the Merger and could vary materially from the preliminary purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented.

Regulatory Matters (See page 109)

The completion of the Merger is subject to:

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No Appraisal Rights (See page 110)

Under the DGCL, neither Middleby stockholders nor Welbilt stockholders are entitled to appraisal rights or dissenters’ rights in connection with the Merger or the issuance of shares of Middleby Common Stock in the Merger.

Risk Factors (See page 37)

In evaluating the Merger Agreement and the Merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in “Risk Factors.”

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDDLEBY

Set forth below are selected historical consolidated financial data for Middleby. The consolidated financial data as of January 2, 2021 and December 28, 2019, and for the fiscal years ended 2020, 2019, 2018, 2017 and 2016 are derived from Middleby’s audited consolidated financial statements that are incorporated by reference into this joint proxy statement/prospectus from Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated balance sheet data as of December 29, 2018 are derived from Middleby’s financial data included in Middleby’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on March 3, 2021. The consolidated financial data as of April 3, 2021, and for the three months ended April 3, 2021 and March 28, 2020, are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The consolidated balance sheet data as of April 3, 2021 are derived from Middleby’s unaudited condensed combined financial statements included in Middleby’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021, filed on May 13, 2021, which is incorporated by reference into this joint proxy statement/prospectus. Middleby’s management believes that Middleby’s unaudited condensed combined financial statements have been prepared on a basis consistent with its audited consolidated financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

The consolidated financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Middleby and the related notes contained in its annual and quarterly reports and the other information that Middleby has previously filed with the SEC and which are incorporated into this joint proxy statement/prospectus by reference. See “Where You Can Find More Information.” Information below is presented in thousands, except share and per share amounts.

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Consolidated Statements of Earnings

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Consolidated Statements of Comprehensive Income

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WELBILT

The following table presents selected historical consolidated financial data for the periods indicated below. Welbilt derived the selected historical statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019, from its audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the three months ended March 31, 2021 and March 31, 2020, and as of March 31, 2021, are derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is incorporated by reference into this joint proxy statement/prospectus. The following information is only a summary and does not provide all of the information contained in Welbilt’s financial statements.

The selected historical consolidated financial data for the years ended December 31, 2017 and 2016 and as of December 31, 2018, 2017 and 2016, have been derived from Welbilt’s audited consolidated financial statements as of and for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of March 31, 2020, have been derived from Welbilt’s unaudited interim consolidated financial statements and related notes thereto contained in Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which has not been incorporated by reference into this joint proxy statement/prospectus.

On March 4, 2016, Welbilt spun off from The Manitowoc Company, Inc. (“MTW”) and publicly listed on the New York Stock Exchange under the name Manitowoc Foodservice, Inc. (the “Spin-Off”). On March 6, 2017, Welbilt’s shares commenced trading under a new NYSE ticker symbol, “WBT” when the name was changed from “Manitowoc Foodservice, Inc.” to “Welbilt, Inc.” Prior to the Spin-Off, Welbilt functioned as part of the larger group of companies controlled by MTW. Through the date of the Spin-Off, Welbilt’s financial statements were prepared on a combined stand-alone basis derived from the consolidated financial statements and accounting records of MTW. Welbilt functioned as part of the larger group of companies controlled by MTW and accordingly, MTW performed certain corporate overhead functions for Welbilt and allocated the related costs. These allocated costs were primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) stock-based compensation and 4) certain corporate functions, which were not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures determined as reasonable. Welbilt asserted that the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to, or the benefit received by, Welbilt during the applicable periods presented.

The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of Welbilt’s management, include all adjustments necessary for a fair presentation of the information set forth therein. The results of interim periods are not necessarily indicative of results that may be expected for the full year or any future periods.

The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Welbilt’s consolidated financial statements, including the related notes, contained in Welbilt’s Annual Report on Form 10-K for the year ended December 31, 2020 and Welbilt’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. See “Where You Can Find More Information.”

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No cash dividends were declared or paid during any of the periods presented below.