Zurn Elkay Water Solutions Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| Item 1.01 | Entry into a Material Definitive Agreement |
On February 11, 2025, Zurn Elkay Water Solutions Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Ice Mountain LLC (the “Selling Stockholder”), and Evercore Group L.L.C. as representative of the several underwriters listed in Schedule A thereto (collectively, the “Underwriters”), for the sale of 7,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), by the Selling Stockholder. The offering was made under the Company’s registration statement on Form S-3ASR (File No. 333-284835) filed with the Securities and Exchange Commission (the “Registration Statement”). The Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 1,162,500 shares of Common Stock, which option was exercised on February 12, 2025. The Company repurchased from the Underwriters 1,636,905 of such shares of Common Stock at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholder in the offering. The offering closed on February 13, 2025. Pursuant to the terms of the Underwriting Agreement, the Company and the Selling Stockholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Company did not sell any shares in the Offering and did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder in the Offering.
The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.
| Item 8.01. | Other Events. |
Copies of the Company’s press releases related to the announcements set forth under Item 1.01 are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 1.1 |
Underwriting Agreement, dated as of February 11, 2025, by and among the Company, Ice Mountain LLC, and Evercore Group L.L.C. as representative of the several underwriters. | |
| 5.1 |
Opinion of Quarles & Brady LLP | |
| 23.1 |
Consent of Quarles & Brady LLP (included as Exhibit 5.1) | |
| 99.1 |
Press Release dated February 11, 2025 | |
| 99.2 |
Press Release dated February 11, 2025 | |
| 104 |
Cover Page Inline XBRL data embedded within the Inline XBRL document | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Zurn Elkay Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 13th day of February, 2025.
| ZURN ELKAY WATER SOLUTIONS CORPORATION | ||
| BY: | /s/ David J. Pauli | |
| David J. Pauli | ||
| Chief Financial Officer | ||