Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 20, 2023, Watts Water Technologies, Inc. (the “Company”) borrowed $210 million under that certain 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, as amended by Amendment No. 1 dated August 2, 2022 (the “Amended Credit Agreement”) to partially finance the acquisition of Bradley Corporation (“Bradley”). Including the amount borrowed under the Amended Credit Agreement in connection with the acquisition of Bradley, as of October 20, 2023, the Company has used $310 million of credit under the revolving credit facility provided by the Amended Credit Agreement (the “Revolving Credit Facility”). As of October 20, 2023, the Company has an additional $12.5 million of letters of credit outstanding under the Amended Credit Agreement, and $477.5 million of the Revolving Credit Facility remains unused and potentially available, subject to the terms and conditions of the Amended Credit Agreement. Term loans for up to an additional $500 million may also be issued to the Company under certain circumstances and subject to the terms of the Amended Credit Agreement. A copy of the Amended Credit Agreement was provided as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2021.
The information contained below under Item 8.01 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
The full text of the press release issued in connection with the acquisition of Bradley is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 8.01. Other Events
Purchase of Bradley Corporation.
On October 23, 2023, Watts Regulator Co. (“Watts Regulator”), a wholly-owned subsidiary of the Company, purchased all of the issued and outstanding units of membership interest of Bradley following Bradley’s conversion from a Wisconsin corporation into Bradley Company, LLC, a Wisconsin limited liability company, for a purchase price of $303 million, subject to customary adjustments at closing. Watts Regulator funded the acquisition through a combination of a draw on the Company’s Revolving Credit Facility under the Amended Credit Agreement and cash on hand.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
