Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2021, EWT Holdings III Corp. ("EWT III"), an indirect wholly-owned
subsidiary of Evoqua Water Technologies Corp. (the "Company"), entered into a
Credit Agreement (the "2021 Credit Agreement") among EWT III, as the borrower,
EWT Holdings II Corp. ("EWT II"), as parent guarantor, the lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and ING Capital, LLC, as sustainability coordinator.
The 2021 Credit Agreement provides for a multi-currency senior secured revolving
credit facility in an aggregate principal amount not to exceed the U.S. dollar
equivalent of $350.0 million (the "Revolving Credit Facility") and a senior
secured term loan facility relating to a term loan (the "Term Loan") in the
amount of $475.0 million (together with the Revolving Credit Facility, the
"Senior Facilities"). The 2021 Credit Agreement also provides for a letter of
credit sub-facility not to exceed $60.0 million. On April 1, 2021, EWT III
borrowed the full amount of $475.0 million under the Term Loan and $105.0
million under the Revolving Credit Facility.
The Senior Facilities are guaranteed by EWT II and certain existing and future
direct or indirect wholly-owned domestic subsidiaries of EWT III (together with
EWT III, collectively, the "Loan Parties"), and collateralized by a first lien
on substantially all of the assets of the Loan Parties, with certain exceptions,
including: (i) any equity interest in, and any assets sold to or held by, Evoqua
Finance LLC ("Evoqua Finance"), a special purpose entity and an indirect
wholly-owned subsidiary of the Company, in connection with the Receivables
Securitization Program (as defined below), (ii) any equity interest in, and any
assets sold to or held by, any other special purpose entity that is an indirect
subsidiary of the Company in connection with any other securitization facility
permitted under the 2021 Credit Agreement, and (iii) any real property with a
fair market value of $5.0 million or less, when considered individually, or
$30.0 million or less when taken together with all other real property owned by
the Loan Parties.
With respect to the Revolving Credit Facility, EWT III is required to pay a
commitment fee based on the daily unused portion of the Revolving Credit
Facility, as well as certain other fees to the agents and the arrangers under
the Senior Facilities. Subject to the terms of the 2021 Credit Agreement, to the
extent not previously paid, any amount owed under the Revolving Credit Facility
will become due and payable in full on April 1, 2026.
With respect to the Term Loan, EWT III will pay quarterly installments of
principal of $1,187,500.00 beginning on the last business day of June 2021.
Subject to the terms of the 2021 Credit Agreement, to the extent not previously
paid, any amount owed under the Term Loan will become due and payable in full on
April 1, 2028.
Amounts outstanding under the Senior Facilities, at EWT III's option, will bear
interest at either (i) a Base Rate determined in accordance with the terms of
the 2021 Credit Agreement, (ii) with respect to any amounts denominated in U.S.
dollars or Sterling, a LIBO rate, or replacement thereof, as determined in
accordance with the terms of the 2021 Credit Agreement, or (iii) with respect to
amounts denominated in Euros, the EURIBOR rate, or replacement thereof, as
determined in accordance with the terms of the 2021 Credit Agreement. In the
case of the Revolving Credit Facility, an applicable margin based on the
consolidated total leverage of EWT III and its restricted subsidiaries, as
calculated in accordance with the terms of the 2021 Credit Agreement, will be
added to the interest rate elected by EWT III; provided that the interest rate
may be adjusted if EWT III meets certain metrics for a sustainability price
adjustment prior to December 31, 2021. In the case of the Term Loan, a fixed
applicable margin, calculated in accordance with the terms of the 2021 Credit
Agreement, will be added to the interest rate elected by EWT III.
The net proceeds of the Senior Facilities, together with the net proceeds of the
Receivables Securitization Program and cash on hand, will be used to repay all
outstanding indebtedness, in an aggregate principal amount of approximately
$814.6 million, under that certain First Lien Credit Agreement, dated
January 15, 2014 (as amended, restated or otherwise modified from time to time
prior to the effectiveness of the 2021 Credit Agreement, the "Existing Credit
Agreement"), among EWT III, as the borrower, EWT II, as parent guarantor, the
subsidiary guarantors party thereto, the lenders from time to time party
thereto, and Credit Suisse AG, as administrative agent and collateral agent. The
proceeds of the Revolving Credit Facility may also be used to finance or
refinance the working capital and capital expenditures needs of EWT III and
certain of its subsidiaries and for general corporate purposes.
EWT III and the other Loan Parties were in compliance with all applicable
financial covenants set forth in the Existing Credit Agreement as of the
effective date of the 2021 Credit Agreement.
The 2021 Credit Agreement contains customary representations, warranties,
affirmative covenants and negative covenants, each substantially similar to
those included in the Existing Credit Agreement, including, among other things,
a springing maximum first lien leverage ratio of 5.55 to 1.00. The 2021 Credit
Agreement is subject to acceleration upon various events of default, including,
among other things, non-payment, failure to observe covenants set forth therein,
inaccuracy of the representations or warranties set forth therein in any
material respect, payment default on the Receivables Securitization Program or
certain other indebtedness over a threshold amount, certain bankruptcy related
events, certain Employee Retirement Income Security Act of 1974 violations, the
occurrence of a change of control, and the invalidity or unenforceability of the
2021 Credit Agreement or certain other documents executed in connection
therewith.
Also on April 1, 2021, Evoqua Finance entered into an accounts receivable
securitization program (the "Receivables Securitization Program") consisting of,
among other agreements, (i) a Receivables Financing Agreement (the "Receivables
Financing Agreement") among Evoqua Finance, as the borrower, the lenders from
time to time party thereto (the "Receivables Financing Lenders"), PNC Bank,
National Association ("PNC Bank"), as administrative agent, Evoqua Water
Technologies LLC ("EWT LLC"), an indirect wholly-owned subsidiary of the
Company, as initial servicer, and PNC Capital Markets LLC ("PNC Markets"), as
structuring agent, pursuant to which the lenders have made available to Evoqua
Finance a receivables finance facility (the "Securitization Facility") in an
amount up to $150.0 million and (ii) a Sale and Contribution Agreement (the
"Sale Agreement") among Evoqua Finance, as purchaser, EWT LLC, as initial
servicer and as an originator, and Neptune Benson, Inc., an indirectly
wholly-owned subsidiary of the Company, as an originator (together with EWT LLC,
the "Originators"). Under the Receivables Securitization Program, the
. . .
Item 1.02 Termination of a Material Definitive Agreement.
In connection with entering into the 2021 Credit Agreement and the Receivables
Securitization Program, on April 1, 2021, EWT III applied the net proceeds of
the Senior Facilities and the Securitization Facility, together with cash on
hand, to repay all outstanding indebtedness under the Existing Credit Agreement
among EWT III, as the borrower, EWT II, as parent guarantor, the subsidiary
guarantors party thereto, the lenders from time to time party thereto, and
Credit Suisse AG, as administrative agent and collateral agent, and terminated
that facility.
The Existing Credit Agreement provided for a $125.0 million revolving credit
facility and a term loan facility in the aggregate principal amount of
approximately $826.4 million. Subject to the terms of the Existing Credit
Agreement, the revolving credit facility was scheduled to expire on December 20,
2022 and the term loan facility was scheduled to expire on December 20, 2024.
The representations, warranties, covenants and events of default of the Existing
Credit Agreement are substantially similar to the terms of the 2021 Credit
Agreement described above in all material respects.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1* Credit Agreement among EWT Holdings III Corp., as the borrower, EWT
Holdings II Corp., as parent guarantor, the lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and ING Capital, LLC, as sustainability coordinator,
dated April 1, 2021
10.2* Receivables Financing Agreement among Evoqua Finance LLC, as the
borrower, the lenders from time to time party thereto, PNC Bank,
National Association, as administrative agent, Evoqua Water
Technologies LLC, as initial servicer, and PNC Capital Markets LLC, as
structuring agent, dated April 1, 2021
10.3* Sale and Contribution Agreement among Evoqua Finance LLC, as the
purchaser, Evoqua Water Technologies LLC, as initial servicer and as an
originator, and Neptune Benson, Inc., as an originator, dated April 1,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain annexes to these agreements have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the
Securities and Exchange Commission a copy of any omitted annex upon request.
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