XYLEM INC. (NASDAQ:XYL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 1, 2016, Xylem Inc. (the Company) filed a Current
Report on Form 8-K (the Initial Form 8-K) with the Securities and
Exchange Commission (the SEC) reporting that on October 31, 2016,
Xylem Inc. completed the acquisition of>all of the direct and
indirect subsidiaries of Sensus Worldwide (other than Sensus
Industries) (Sensus),> to the terms of the Share Purchase
Agreement dated as of August 15, 2016, and the first Amendment to
the Share Purchase Agreement, dated as of October 31, 2016
(together, the Purchase Agreement). >The aggregate
consideration paid in the acquisition was approximately $1.7
billion, net of cash acquired, subject to certain adjustments as
provided in the Purchase Agreement. The consideration was funded
with a combination of cash on hand, proceeds from issuances under
the Companys existing commercial paper program, borrowings under
a new euro-denominated term loan and the issuance of $500 million
aggregate principal amount of 3.250% Senior Notes due 2026 and
$400 million aggregate principal amount of 4.375% Senior Notes
due 2046. >
Report on Form 8-K (the Initial Form 8-K) with the Securities and
Exchange Commission (the SEC) reporting that on October 31, 2016,
Xylem Inc. completed the acquisition of>all of the direct and
indirect subsidiaries of Sensus Worldwide (other than Sensus
Industries) (Sensus),> to the terms of the Share Purchase
Agreement dated as of August 15, 2016, and the first Amendment to
the Share Purchase Agreement, dated as of October 31, 2016
(together, the Purchase Agreement). >The aggregate
consideration paid in the acquisition was approximately $1.7
billion, net of cash acquired, subject to certain adjustments as
provided in the Purchase Agreement. The consideration was funded
with a combination of cash on hand, proceeds from issuances under
the Companys existing commercial paper program, borrowings under
a new euro-denominated term loan and the issuance of $500 million
aggregate principal amount of 3.250% Senior Notes due 2026 and
$400 million aggregate principal amount of 4.375% Senior Notes
due 2046. >
This Current Report on Form 8-K/A is being filed to amend and
supplement the Initial Form 8-K to provide financial statements
described in Item 9.01 below which were not previously filed with
the Initial Form 8-K, and which are permitted to be filed by
amendment no later than 71 calendar days after the date the
Initial Form 8-K was required to be filed with the SEC. Except as
otherwise noted, all other information in the initial Form 8-K
remains unchanged.
supplement the Initial Form 8-K to provide financial statements
described in Item 9.01 below which were not previously filed with
the Initial Form 8-K, and which are permitted to be filed by
amendment no later than 71 calendar days after the date the
Initial Form 8-K was required to be filed with the SEC. Except as
otherwise noted, all other information in the initial Form 8-K
remains unchanged.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of a Business Acquired.
Sensus Worldwide Limiteds audited consolidated financial
statements for the fiscal year ended, and as of, March 31, 2016
and unaudited consolidated financial statements for the six
months ended, and as of, September 30, 2016 are attached as
Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K/A
and incorporated herein by reference.
statements for the fiscal year ended, and as of, March 31, 2016
and unaudited consolidated financial statements for the six
months ended, and as of, September 30, 2016 are attached as
Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K/A
and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information
related to the acquisition is attached as Exhibit 99.3 to this
Form 8-K/A and incorporated herein by reference.
related to the acquisition is attached as Exhibit 99.3 to this
Form 8-K/A and incorporated herein by reference.
(c) None
(d) Exhibits.>
Exhibit No. Description
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP
|
Exhibit 99.1
|
Sensus Worldwide Limited audited consolidated financial
statements for the fiscal year ended March 31, 2016 |
|
Exhibit 99.2
|
Sensus Worldwide Limited unaudited consolidated financial
statements for the six months ended September 30, 2016 and 2015 |
Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial
Information
Information
