MUELLER WATER PRODUCTS, INC. (NYSE:MWA) Files An 8-K Entry into a Material Definitive Agreement

MUELLER WATER PRODUCTS, INC. (NYSE:MWA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On January6, 2017, Mueller Water Products, Inc. (the Company) and
its wholly-owned subsidiaries, Mueller Co. LLC and Anvil
International, LLC (the Subsidiaries), entered into a Purchase
Agreement, dated January6, 2017 (the Agreement), by and among OEP
Pioneer LLC, OEP Pioneer (Canada) Holdings Corp., the Company and
the Subsidiaries for the disposition (the Disposition) of the
Companys Anvil International division (the Anvil Division).

In consideration for the Disposition, the Company received
$315million in cash. The purchase price is subject to a
post-closing adjustment and may be increased or reduced as
provided in the Agreement. The Agreement contains customary
representations and warranties, certain of which will survive
closing for specified periods. In addition, the Agreement
includes customary covenants and indemnification obligations,
capped at specified amounts.

The Disposition closed on January6, 2017, concurrently with the
signing of the Agreement.

The foregoing summary of the Agreement is qualified in its
entirety by the full text of the Agreement, a copy of which is
attached hereto as Exhibit2.1 and incorporated herein by
reference.

The representations, warranties and covenants of the parties
contained in the Agreement have been made solely for the benefit
of such parties. In addition, such representations, warranties
and covenants (i)have been made only for purposes of the
Agreement, (ii)have been qualified by confidential disclosures
made by the parties to each other in connection with the
Agreement, (iii)are subject to materiality qualifications
contained in the Agreement which may differ from what may be
viewed as material by investors, (iv)were made only as of the
date of the Agreement or such other date as is specified in the
Agreement and (v)have been included in the Agreement for the
purpose of allocating risk between the contracting parties rather
than establishing matters as facts. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in the
parties public disclosures.

In addition, to permit the Disposition, on January6, 2017, the
Company and certain subsidiaries of the Company entered into the
Fourth Amendment to the Companys Credit Agreement dated August26,
2010 (the Fourth Amendment), by and among the Company, each of
the subsidiaries identified therein as borrowers, the lenders
identified therein and Bank of America, N.A,, as administrative
agent for the lenders and as swing line lender and an L/C lender,
with respect to its ABL facility. The foregoing summary of the
Fourth Amendment is qualified in its entirety by the full text of
the Fourth Amendment, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.

Item2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth above under Item1.01 is hereby
incorporated by reference into this Item 2.01.

Item5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers.

On January4, 2017, the Company entered into an employment
agreement with J. Scott Hall to which Mr.Hall will serve as the
Companys President and Chief Executive Officer effective
January23, 2017 (the Effective Date). Mr.Hall will also become a
member of the Companys Board of Directors on January 25,2017.

Mr.Hall will succeed Gregory E. Hyland, the Companys current
President and Chief Executive Officer, who will become Executive
Chairman of the Companys Board of Directors as of the Effective
Date.

Mr.Hall joins the Company from Textron, Inc. (Textron) where he
most recently served as President and Chief Executive Officer of
its Industrial Segment since 2009. Mr.Hall joined Textron in 2001
and has held numerous leadership positions since that time.
Mr.Hall was a member of Textrons Executive Leadership Team and,
from 2003 to 2009, served as President and Chief Executive
Officer of Textron Tools and Test.

Mr.Halls employment agreement provides for a base salary of
$750,000 per year, a 2017 targeted annual incentive opportunity
of 50% of base salary (with a potential payout range of 0%-200%
based on performance against goals), an initial long-term
incentive opportunity valued at $1.5million on the date of grant
consisting of (i) $750,000 of restricted stock units vesting
annually over three years and (ii) $750,000 of performance share
units vesting at the end of a three year performance period and
certain other benefits. Mr.Halls base salary is subject to review
annually by the Companys Board of Directors.

As an offset for forfeited performance and equity awards under
Textrons incentive plans, the Company will issue Mr.Hall a number
of restricted stock units to be determined as set forth in the
employment agreement, which will vest on the one year anniversary
of the commencement of Mr.Halls employment. Mr.Hall will be
eligible to participate in any pension, profit sharing, health or
welfare benefit generally made available by the Company to other
executive officers, as in effect from time to time.

The foregoing summary of the employment agreement is qualified in
its entirety by the full text of the employment agreement, a copy
of which is attached hereto as Exhibit10.2 and incorporated
herein by reference.

Also on January4, 2017, the Company entered into an Executive
Change in Control Agreement (the Change in Control Agreement)
with Mr.Hall. Among other provisions, the Change in Control
Agreement provides that if Mr.Halls employment is terminated
other than for cause or for good reason (each as defined in the
Change in Control Agreement) within 24 months following a change
in control of the Company (as defined in the Change in Control
Agreement), Mr.Hall will be entitled to a lump-sum severance
payment equivalent to his base salary and annual incentive bonus
(generally calculated as the average of actual annual incentive
bonuses over the preceding three years) and continuation of
certain benefits, such as group life and medical insurance
coverage for a period of 24 months. The Change in Control
Agreement contains customary non-competition and non-solicitation
provisions that prohibit Mr.Hall from competing with the Company
or soliciting its customers, suppliers or employees following
termination.

The foregoing summary of the Change in Control Agreement is
qualified in its entirety by the full text of the Change in
Control Agreement, a copy of which is attached hereto as
Exhibit10.3 and incorporated herein by reference.

Item7.01.

Regulation FD Disclosure.

On January9, 2017, the Company issued two press releases
announcing (i)the Disposition, as well as a share repurchase
authorization of up to $250million and an increase in the
Companys quarterly dividend and (ii)the hiring of Mr.Hall, copies
of which are attached hereto as Exhibit 99.1 and 99.2,
respectively.

On January 9, 2017, the Company held an investor conference call
regarding the Disposition, among other matters. A copy of
managements prepared remarks for such conference call is attached
and furnished as Exhibit 99.4 to this Current Report on Form 8-K
and is incorporated herein by reference. The furnishing of
managements prepared remarks is not intended to constitute a
representation that such furnishing is required by Regulation FD
or that the remarks include material investor information that is
not otherwise publicly available. In addition, the Company does
not assume any obligation to update such information in the
future.

The information provided to this Item 7.01 is furnished and shall
not be deemed to be filed with the Securities and Exchange
Commission or incorporated by reference in any filing under the
Securities Exchange Act of 1934, as amended, or the Securities
Act of 1933, as amended, except as shall be expressly set forth
by specific reference in any such filings.

Item9.01.

Financial Statements and Exhibits.

The pro forma financial information attached hereto as Exhibit
99.3 shows the balance sheet for Mueller Water Products, Inc. at
September30, 2016 and its statement of operations from continuing
operations for the year ended September30, 2016. The pro forma
balance sheet assumes the sale of the Anvil Division occurred on
the balance sheet date. The pro forma statement of operations
assumes the sale of the Anvil Division occurred at the beginning
of the period.

(d)

Exhibits.

*	Schedules and exhibits omitted to Item 601(b)(2) of RegulationS-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

About MUELLER WATER PRODUCTS, INC. (NYSE:MWA)
Mueller Water Products, Inc. is a manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. The Company operates through three segments: Mueller Co., Anvil and Mueller Technologies. The Mueller Co. segment manufactures valves for water and gas systems, and dry-barrel and wet-barrel fire hydrants. The Anvil segment manufactures and sources a range of products, including a range of fittings, couplings, hangers and related products. The Mueller Technologies segment offers metering systems, leak detection, pipe condition assessment and other products and services for the water infrastructure industry. The Mueller Technologies segment includes Mueller Systems and Echologics businesses. The Company offers a range of water infrastructure, flow control and piping component system products and services in the United States and Canada. MUELLER WATER PRODUCTS, INC. (NYSE:MWA) Recent Trading Information
MUELLER WATER PRODUCTS, INC. (NYSE:MWA) closed its last trading session down -0.53 at 12.82 with 2,839,477 shares trading hands.