Item 1.01 Entry into a Material Definitive Agreement.
Registration Rights Agreement
Prior to the consummation of the Merger, on July 1, 2022, Zurn and certain
stockholders of Elkay entered into a Registration Rights Agreement, pursuant to
which Zurn will grant such stockholders a right to demand, at any time after the
date that is 180 days after the closing of the Merger, registration of their
Registrable Securities (as defined in the Registration Rights Agreement) within
the first three years following the closing, subject to certain minimum and
maximum thresholds and other customary conditions. Zurn will pay certain
expenses of the parties incurred in connection with the exercise of their rights
under the Registration Rights Agreement and indemnify them for certain
securities law matters in connection with any registration statement. The
Registration Rights Agreement also amended the Standstill and Lock-Up
Agreements, each dated as of February 12, 2022, between the Company and certain
stockholders of Elkay (the "Lock-Up Amendments"), to change certain of the
mechanics for the release of shares of Zurn common stock to be received in the
Merger from the lock-up restrictions.
The foregoing description of the Registration Rights Agreement (including the
Lock-Up Amendments) is qualified in its entirety by reference to the full text
of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1
hereto, and incorporated herein by reference.
Amendment No. 1 to Fourth Amended and Restated First Lien Credit Agreement
In connection with the consummation of the Merger, on July 1, 2022, ZBS Global,
Inc., Zurn Holdings, Inc., Zurn LLC, Elkay and the other loan parties party
thereto entered into that certain Amendment No. 1 to Fourth Amended and Restated
First Lien Credit Agreement (the "Amendment") pursuant to which Elkay joined
that certain Fourth Amended and Restated First Lien Credit Agreement dated as of
October 4, 2021 (the "Credit Agreement") as a Borrower. Elkay and its domestic
subsidiaries also granted security interests in substantially all of their
personal property assets to secure the obligations under the Credit Agreement
pursuant to that certain Supplement No. 1 dated as of July 1, 2022 to the Third
Amended and Restated Guarantee and Collateral Agreement dated as of October 4,
2021 and certain other collateral documents.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is filed as Exhibit
10.2 hereto, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 1, 2022, in accordance with the terms and conditions of the Merger
Agreement, the Company completed the Merger. As permitted by Item 9.01(a)(3) of
Form 8-K, the financial statements required by this Item will be filed by
amendment to this Current Report on Form 8-K within 71 days following the date
on which this Current Report on Form 8-K is required to be filed.
The foregoing description of the Merger is qualified in its entirety by
reference to the Merger Agreement, a copy of which is included as Exhibit 2.1
hereto, and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Appointments
As previously announced, upon the effective time of the Merger (the "Effective
Time"), and in accordance with the terms and conditions of the Merger Agreement,
each of Errol R. Halperin and Timothy Jahnke were appointed to the Board of the
Directors of the Company (the "Board") to serve until the end of their
respective terms and until their successors are elected and qualified. As of the
Effective Time, the Company increased the size of its Board to eleven members.
Other than the Merger Agreement, there are no arrangements or understandings
between Mr. Halperin and Mr. Jahnke and any other person pursuant to which such
person was selected to serve on the Board. Neither Mr. Halperin nor Mr. Jahnke
has any family relationship (within the meaning of Item 401(d) of Regulation
S-K) with any director or executive officer of Zurn. There are no transactions
in which Zurn is or was a participant and in which Mr. Halperin and Mr. Jahnke
or any of their immediate family members (within the meaning of Item 404 of
Regulation S-K) had or will have a direct or indirect material interest subject
to disclosure under Item 404(a) of Regulation S-K.
Adoption of the Amendment to the Performance Incentive Plan
On April 4, 2022, the Board approved an amendment to the Zurn Elkay Water
Solutions Corporation Performance Incentive Plan (as amended and restated, the
"Plan") to increase the number of shares of Zurn's Common Stock, par value $0.01
per share, issuable under the Plan (including the number of shares issuable upon
the exercise of incentive stock options) by 1,500,000 shares and to make
corresponding changes to certain share limitations under the Plan. The Plan was
approved by the Company's stockholders at a special meeting of its stockholders
on May 26, 2022, and became effective upon the closing of the Merger.
A complete copy of the Plan is filed herewith as Exhibit 10.3 and incorporated
herein by reference. The above summary of the Plan does not purport to be
complete and is qualified in its entirety by reference to such exhibit.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Change of NameEffective as of July 1, 2022, the Board approved (i) an amendment to the
Company's certificate of incorporation (the "Charter") changing the Company's
name from "Zurn Water Solutions Corporation" to "Zurn Elkay Water Solutions
Corporation", and (ii) an amendment and restatement of the Company's by-laws
(the "By-Laws") to reflect the new name of the Company. Copies of the Charter
and By-Laws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and
are incorporated herein by reference.
Item 8.01 Other Events.
Press Release
On July 1, 2022, the Company issued a press release announcing the consummation
of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as of February 12, 2022, by and
among Zurn, Elkay, Merger Sub, and Elkay Interior Systems
International, Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Zurn Water Solutions Corporation
on February 14, 2022)
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company, as amended through July 1, 2022
3.2 Amended and Restated By-Laws of the Company, as amended through July
1, 2022
10.1* Registration Rights Agreement, dated as of July 1, 2022, by and
between Zurn and certain stockholders of Elkay party thereto (includes
amendments to the Standstill and Lock-Up Agreements, dated as of
February 12, 2022, between the Company and certain former stockholders
of Elkay)
10.2 Amendment No. 1 to Fourth Amended and Restated First Lien Credit
Agreement, dated as of July 1, 2022, by and between ZBS Global, Inc.,
Zurn Holdings, Inc., Zurn LLC, Elkay and the other loan parties party
thereto
10.3 Zurn Elkay Water Solutions Corporation Performance Incentive Plan
(as amended and restated)
99.1 Press Release of the Company, dated as of July 1, 2022
104 Cover Page Inline XBRL data
*Schedules and exhibits to this Exhibit have been omitted in accordance with
Regulation S-K Items 601(a)(5) and/or 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted schedules to the Securities and
Exchange Commission on a confidential basis upon request.
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ZURN ELKAY WATER SOLUTIONS CORPORATION 
