We are advising Weber on the transaction

Davis Polk is advising Weber Inc. in connection with its entry into a definitive merger agreement pursuant to which investment funds managed by BDT Capital Partners, LLC will purchase all of the outstanding shares of Class A common stock of Weber that they do not already own for $8.05 per share of Class A common stock, which implies a total enterprise value of $3.7 billion for Weber.

A special committee of the Board of Directors of Weber, comprised solely of independent directors, advised by its own independent financial and legal advisors, determined that the proposed transaction is in the best interests of the holders of shares of Class A common stock of Weber, other than BDT Capital Partners, and unanimously recommended that the Board of Directors of Weber approve the transaction. Acting upon the recommendation of the special committee, Weber’s Board of Directors approved the transaction.

Upon completion of the transaction, Weber will become a privately held company majority owned by investment funds managed by BDT Capital Partners. The transaction is expected to close in the first half of 2023, subject to customary closing conditions, including HSR clearance.

In connection with the transaction, Davis Polk advised Weber-Stephen Products LLC with respect to a $120 million unsecured term loan facility and a $230 million unsecured revolving credit facility, for which funds affiliated with BDT Capital Partners acted as lenders. The proceeds of the facilities will be used for working capital and other general corporate purposes.

Weber, headquartered in Palatine, Illinois, is a leading global barbecue brand. Weber offers its barbecue grills and accessories, services and experiences to a passionate community of millions across 78 countries.

BDT Capital Partners provides family- and founder-led businesses with long-term, differentiated capital through its investment funds. The firm has deployed more than $30 billion in capital, including co-investments by its global investor base. The firm’s affiliate, BDT & Company, is a merchant bank that works with family- and founder-led businesses to pursue their strategic and financial objectives, providing solutions-based advice as well as access to a world-class network of business owners and leaders.

The Davis Polk corporate team includes partner Marc O. Williams and associates Heather Weigel and Edwin P. Paillant. The finance team includes partner J.W. Perry and counsel Welton E. Blount. Partner Pedro J. Bermeo and associate Meaghan Kennedy are providing capital markets advice. The executive compensation team includes partner Veronica M. Wissel and counsel Joseph S. Brown. Partner Ethan Goldman is providing tax advice. All members of the Davis Polk team are based in the New York office.