Global Water Resources Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$GWRS
Water Supply
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2024
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on October 26, 2023, Global Water Resources, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) for the issuance of an aggregate principal amount of $20,000,000 of 6.91% Senior Secured Notes due on January 3, 2034 (the “Notes”). Pursuant to the terms of the Note Purchase Agreement, the Company issued the Notes on January 3, 2024.
In connection with the issuance of the Notes, on January 3, 2024, each of Global Water, LLC, Global Water Holdings, Inc., and West Maricopa Combine, LLC, each a wholly owned subsidiary of the Company (each, a “Guarantor”), entered into a guaranty agreement for the benefit of the holder of the Notes (collectively, the “Guaranty Agreements”) pursuant to which each Guarantor jointly and severally guaranteed the Company’s obligations under the Note Purchase Agreement and the Notes. The foregoing summary of the terms of the Guaranty Agreements is qualified in its entirety by the Guaranty Agreements, each of which is attached as Exhibits 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
The obligations evidenced by the Notes are secured by a lien against the stock and equity interests of all direct and indirect subsidiaries of the Company and other property constituting collateral. In furtherance thereof, on January 3, 2024, the Company and each Guarantor entered into a pledge and security agreement with U.S. Bank Trust Company, National Association, as collateral agent for the holder of the Notes, relating to the collateral securing the Notes (collectively, the “Pledge and Security Agreements”). The foregoing summary of the terms of the Pledge and Security Agreements is qualified in its entirety by the Pledge and Security Agreements, each of which is attached as Exhibits 10.5, 10.6, 10.7, and 10.8 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The material terms of the Note Purchase Agreement and the Notes were described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2023, under the caption “Note Purchase Agreement,” which description is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 4.1 | Form of 6.91% Senior Secured Notes due on January 3, 2034 (included in Exhibit 10.1) | ||||
| 10.1 | Note Purchase Agreement, dated October 26, 2023, by and between Global Water Resources, Inc. and Jackson National Life Insurance Company (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023) | ||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 10.7 | |||||
| 10.8 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL WATER RESOURCES, INC. | ||||||||
| Date: January 4, 2024 | /s/ Michael J. Liebman | |||||||
| Michael J. Liebman | ||||||||
| Chief Financial Officer | ||||||||