UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 15 23, 2023

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38272

46-4132761

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


210 Sixth Avenue Pittsburgh, Pennsylvania
210 Sixth Avenue Pittsburgh, Pennsylvania		15222
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (724) 772-0044

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.01 per share		AQUA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~May~~previously announced, on January 1522, 2023, ~~certain subsidiaries of~~ Evoqua Water Technologies Corp., a Delaware corporation (the “Company”), entered into ~~the~~an ~~Fourth~~Agreement ~~Amendment~~and toPlan ~~the~~of ~~Receivables~~Merger ~~Financing Agreement~~ (the “~~RFA~~Merger ~~Amendment~~Agreement”) ~~among~~with ~~Evoqua~~Xylem ~~Finance~~Inc., ~~LLC~~an Indiana corporation (“~~Evoqua Finance~~Parent”), aand ~~special~~Fore ~~purpose~~Merger ~~entity~~Sub, Inc., a Delaware corporation and ana ~~indirect~~direct, wholly- owned subsidiary of ~~the~~Parent ~~Company,~~(“Merger ~~as borrower~~Sub”), ~~Evoqua~~pursuant ~~Water~~to ~~Technologies~~which ~~LLC,~~Merger anSub ~~indirect~~will ~~wholly-owned~~merge ~~subsidiary~~with ofand into the Company, aswith ~~initial~~the ~~servicer~~Company (continuing as the ~~“Servicer”),~~surviving corporation and ~~PNC~~as ~~Bank~~a direct, ~~National~~wholly ~~Association,~~owned assubsidiary ~~administrative~~of ~~agent~~Parent (the “~~Administrative Agent~~Merger”).

~~The~~On ~~RFA~~May 23, ~~Amendment~~2023, ~~modified~~ the ~~terms~~Company ofannounced that ~~certain~~the ~~Receivables~~Company ~~Financing~~and ~~Agreement~~Parent ~~(the~~have ~~“Receivables~~received ~~Financing~~all ~~Agreement”),~~regulatory ~~dated~~approvals asrequired ofto ~~April 1,~~consummate ~~2021,~~the ~~among~~Merger. ~~Evoqua~~The ~~Finance,~~Company asand ~~the~~Parent ~~borrower,~~currently anticipate that the ~~lenders~~closing ~~from~~of ~~time~~the toMerger ~~time~~will ~~party~~occur ~~thereto~~on ~~(the~~or ~~“Lenders”)~~about May 24, 2023, subject to the ~~Administrative~~satisfaction ~~Agent~~(or, to the ~~Servicer~~extent ~~and~~permitted ~~PNC~~by ~~Capital~~applicable ~~Markets LLC~~law, aswaiver) ~~structuring~~of ~~agent,~~the ~~pursuant~~conditions toset ~~which~~forth in the ~~Lenders~~Merger ~~have~~Agreement ~~made~~that ~~available~~by totheir ~~Evoqua~~nature ~~Finance~~are ato ~~receivables~~be ~~finance~~satisfied ~~facility~~at inthe anclosing ~~amount~~of upthe ~~to $150 million~~Merger.

~~The RFA Amendment amended the Receivables Financing Agreement to transition from LIBOR~~Forward-~~based~~Looking ~~interest~~Statements rates to SOFR-based interest rates as the interest rate benchmark and made certain other technical amendments and related conforming changes. Additionally, the RFA Amendment made certain changes to allow the Receivables Financing Agreement to remain in place after consummation of the proposed acquisition of the Company pursuant to that certain Agreement and Plan of Merger, dated as of January 22, 2023, among Xylem Inc., an Indiana corporation (“Xylem”), the Company, and Fore Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Xylem.

~~The~~This ~~foregoing~~document ~~description~~contains offorward-looking statements within the ~~RFA~~meaning ~~Amendment~~of ~~does~~Section 27A ~~not~~of ~~purport~~the toSecurities beAct ~~complete~~of 1933 and isSection 21E ~~qualified~~of inthe ~~its~~Securities ~~entirety~~Exchange byAct ~~reference~~of to1934. Generally, the ~~full~~words ~~text~~“anticipate,” of“estimate,” ~~the~~“expect,” ~~RFA~~“project,” ~~Amendment~~“intend,” a“plan,” ~~copy~~“contemplate,” of“predict,” ~~which~~“forecast,” is“likely,” ~~attached~~“believe,” ~~hereto~~“target,” as“will,” ~~Exhibit~~“could,” ~~10.1~~“would,” “should,” “potential,” “may” and ~~the~~similar ~~terms~~expressions ofor ~~which~~their negative, may, but are ~~incorporated~~not ~~herein~~necessary byto, ~~reference~~identify forward-looking statements.

~~Item 9~~Such forward-looking statements, including those regarding the timing, consummation and anticipated benefits of the transaction described herein, involve risks and uncertainties.01 Parent’s and the Company’s experience and results may differ materially from the experience and results anticipated in such statements. ~~Financial~~The ~~Statements~~accuracy of such statements is subject to a number of risks, uncertainties and ~~Exhibits~~assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the transaction are not satisfied and uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction. Other factors that might cause such a difference include those discussed in Parent’s and the Company’s filings with the Securities and Exchange Commission (the “SEC”), which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus on Form S-4 filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in Parent’s and the Company’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this document are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Parent and the Company undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(d) Exhibits:

Exhibit No.		Description
10.1†		Fourth Amendment to the Receivables Financing Agreement, among Evoqua Finance LLC, as borrower, Evoqua Water Technologies LLC, as initial servicer, and PNC Bank, National Association, as administrative agent, dated May 15, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

† Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibit or schedule upon request.

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.

Date: May 18, 2023		EVOQUA WATER TECHNOLOGIES CORP.
Date: May 23, 2023		EVOQUA WATER TECHNOLOGIES CORP.
	By:	/s/ ~~Benedict~~Vincent ~~J. Stas~~Grieco
		Benedict J. Stas
		Vincent Grieco
		Executive Vice President, Chief Financial Officer & Treasurer
		Executive Vice President, General Counsel and Secretary

Filing Compare · Evoqua Water Technologies Corp.