Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Agreement extends the maturity of the Existing Credit Facility by one
year and provides for an
Borrowings outstanding under the Revolving Credit Facility bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Eurocurrency rate loans, the adjusted LIBOR rate plus an applicable percentage, ranging from 1.50% to 2.10%, determined by reference to the Company's consolidated leverage ratio, or (ii) in the case of base rate loans and swing line loans, the highest of (a) the federal funds rate plus 0.5%, (b) the rate of interest in effect for such day as announced by The Wall Street Journal as its "prime rate," and (c) the adjusted LIBOR rate for a one month period plus 1.0%, plus an applicable percentage, ranging from 0.50 % to 1.10%, determined by reference to the Company's consolidated leverage ratio. The adjusted LIBOR rate is subject to a 1.00% floor and base rate loans are subject to a 2.00% floor. The Credit Agreement also provides for an alternative calculation of the interest rate applied to borrowings under the Revolving Credit Facility if LIBOR cannot be ascertained, including because it is not available or not published on a current basis.
In addition to paying interest under the Credit Agreement, the Company is also required to pay certain fees in connection with the credit facility, including, but not limited to, an unused facility fee and letter of credit fees.
The Company's obligations under the Credit Agreement are guaranteed by certain
of the Company's domestic subsidiaries. The obligations of the Company's
The Credit Agreement matures on
The Credit Agreement imposes various restrictions on the Company and its subsidiaries, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) making distributions, dividends and other payments, (iv) mergers, consolidations and acquisitions, (v) dispositions of assets, (vi) certain consolidated leverage ratios and consolidated interest coverage ratios, (vii) transactions with affiliates, (viii) changes to governing documents, and (ix) changes in control.
The Credit Agreement contains usual and customary events of default for transactions of this type. If an event of default occurs and is continuing, the lenders have the right to accelerate and require the Company to repay all amounts outstanding under the Credit Agreement.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the 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 entered into an Amended and
Restated Guaranty, dated as of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit Exhibit No. Description 10.1 Amended and Restated Credit Agreement, dated as ofApril 24, 2020 , by and amongWatts Water Technologies, Inc. , the Subsidiary Borrowers party thereto, 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 , andT.D. Bank, N.A ., as Co-Syndication Agents, andPNC Bank, National Association andU.S. Bank National Association , as Co-Documentation Agents. 10.2 Amended and Restated Guaranty, dated as ofApril 24, 2020 , byWatts Water Technologies, Inc. and its subsidiaries set forth therein, in favor ofJPMorgan 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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