EVOQUA WATER TECHNOLOGIES CORP. : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01. Other Events.

On February 8, 2021, Evoqua Water Technologies Corp. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with the selling shareholders named in Schedule A thereto (collectively, the "Selling Shareholders") and Credit Suisse Securities (USA) LLC (the "Underwriter"), relating to the sale by the Selling Shareholders (the "Offering") of 16,382,793 shares (the "Shares") of the Company's common stock, par value $0.01 per share. The Offering closed on February 11, 2021. The Company did not sell any Shares in the Offering or receive any proceeds from the Offering.

The Offering described in this Current Report on Form 8-K was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-236884), effective upon filing with the Securities and Exchange Commission on March 4, 2020, as supplemented by the preliminary prospectus supplement, dated February 8, 2021, and the final prospectus supplement, dated February 8, 2021.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholders. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Shareholders for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The legality opinion of Fried, Frank, Harris, Shriver & Jacobson LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number                                   Description
  1.1        Underwriting Agreement, dated February 8, 2021, by and among Evoqua
           Water Technologies Corp., the selling stockholders named in Schedule A
           thereto and Credit Suisse Securities (USA) LLC.

  5.1        Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

  23.1       Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in
           Exhibit 5.1).

104        Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document.

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