Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2021, Watts Water Technologies, Inc. (the "Company") entered into a
Second Amended and Restated Credit Agreement by and among the Company, certain
subsidiaries of the Company, the lenders and other parties from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the
"Amended Credit Agreement"). The Amended Credit Agreement amends and restates
the prior Amended and Restated Credit Agreement, dated as of April 24, 2020 (the
"Existing Credit Agreement"), by and among the Company, certain subsidiaries of
the Company, the lenders and other parties from time to time party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.
The Amended Credit Agreement amends the Existing Credit Agreement to extend the
maturity date of the $800 million senior unsecured revolving credit facility
provided under the Existing Credit Agreement from February 12, 2022 to March 30,
2026. The Company's Netherlands subsidiary, WWT International Holding B.V., has
been added as a borrower under the Amended Credit Agreement in the place of
Watts EMEA Holding B.V., which had been a borrower under the Existing Credit
Agreement. Among other changes, the Amended Credit Agreement also increases the
Company's maximum consolidated leverage ratio (including both the base ratio and
the ratio permitted during temporary step-ups following certain acquisitions),
adjusts certain fees to reflect market conditions and reduces the 1.00% floor on
the adjusted LIBOR rate to 0.00%.
The foregoing description of the changes contained in the Amended Credit
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Amended Credit Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
The Company and certain subsidiaries of the Company also entered into a Second
Amended and Restated Guaranty, dated as of March 30, 2021 (the "Amended Credit
Guaranty"). Pursuant to the Amended Credit Guaranty, the domestic subsidiaries
have guaranteed payment of the obligations of the Company and the foreign
designated borrowers under the Amended Credit Agreement. The foregoing
description of the Amended Credit Guaranty does not purport to be complete and
is qualified in its entirety by reference to the Amended Credit Guaranty filed
as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
Exhibit Number Description
10.1 Second Amended and Restated Credit Agreement, dated as of March
30, 2021, by and among Watts Water Technologies, Inc., the
Subsidiary Borrowers, the Lenders party thereto, JP Morgan Chase
Bank, N.A., as Administrative Agent, Bank of America N.A., Keybank
National Association, Wells Fargo Bank, National Association, and
T.D. Bank, N.A., as Co-Syndication Agents, and PNC Bank, National
Association, U.S. Bank National Association, HSBC Bank USA,
National Association and HSBC Bank Canada, as Co-Documentation
Agents.
10.2 Second Amended and Restated Guaranty, dated as of March 30, 2021,
by Watts Water Technologies, Inc. and its subsidiaries set forth
therein, in favor of JPMorgan Chase Bank, N.A. and the other
lenders referred to therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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