XYLEM INC. (NYSE:XYL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement
On March 5, 2019, Xylem Inc. (the “Company”), as borrower, entered into a Five-Year Revolving Credit Facility Agreement (the “2019 Credit Agreement”), a senior unsecured revolving credit facility, in an aggregate principal amount of up to $800,000,000 (available in U.S. dollars and in Euros), with a syndicate of lenders arranged by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, as Lead Arrangers and Joint Bookrunners, and with Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A, as Syndication Agent, ING Capital LLC, as Sustainability Coordinator, and BNP Paribas and Wells Fargo Bank, National Association, as Documentation Agents. The 2019 Credit Agreement provides for increases of up to $200,000,000 for a maximum aggregate principal amount of $1,000,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments. The facility made available by the 2019 Credit Agreement will be used for working capital and other general corporate purposes.
Interest on all loans under the 2019 Credit Agreement is payable either quarterly or at the expiration of any LIBOR or EURIBOR interest period applicable thereto. Borrowings accrue interest at a rate equal to, at the Company’s election, a base rate or an adjusted LIBOR or EURIBOR rate plus an applicable margin. The 2019 Credit Agreement includes a pricing grid that determines the applicable margin based on the Company’s credit rating, with a further adjustment depending on the Company’s annual Sustainalytics Environmental, Social and Governance score. The Company will also pay quarterly fees to each lender for such lender’s commitment to lend accruing on such commitment at a rate based on the credit rating of the Company, whether such commitment is used or unused, as well as a quarterly letter of credit fee accruing on the letter of credit exposure of such lender during the preceding quarter at a rate based on the credit rating of the Company (as adjusted for the Environmental, Social and Governance score).
The 2019 Credit Agreement requires the Company to maintain a consolidated total debt to consolidated EBITDA ratio, which will be based on the last four fiscal quarters.
The 2019 Credit Agreement also contains a number of customary covenants, including limitations on the incurrence of secured debt and debt of subsidiaries, liens, sale and lease-back transactions, mergers, consolidations, liquidations, dissolutions and sales of assets. The 2019 Credit Agreement also contains customary events of default.
The Company has the ability to designate subsidiaries that can borrow under the 2019 Credit Agreement, subject to certain requirements and conditions set forth in the 2019 Credit Agreement.
No borrowings are outstanding under the 2019 Credit Agreement on the date hereof.
The foregoing summary is qualified in its entirety by reference to the 2019 Credit Agreement, a copy of which is attached hereto as Exhibit 10.34 and is incorporated herein by this reference.
Item 1.02.Termination of a Material Definitive Agreement
In connection with entering into the 2019 Credit Agreement, on March 5, 2019 the Company terminated the Five-Year Revolving Credit Facility Agreement, dated as of March 27, 2015 (the “2015 Credit Agreement”), among the Company, certain lenders and Citibank, N.A. as Administrative Agent, which provided for a senior unsecured $600,000,000 revolving credit facility. The 2015 Credit Agreement provided for increases of up to $200,000,000 for a maximum aggregate principal amount of $800,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth above under Item 1.01 of this report is incorporated by reference into this Item 2.03
Item 8.01Other Events
On March 5, 2019, the Company issued a press release announcing its entry into the 2019 Credit Agreement and termination of the 2015 Credit Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits.
Exhibit No.Description
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10.34 |
Five-Year Revolving Credit Facility Agreement, dated as of March 5, 2019 among Xylem Inc. and the Lenders party thereto |
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99.1 |
Press Release issued by Xylem Inc. on March 5, 2019. |
Xylem Inc. Exhibit
EX-10.34 2 xyl03052019exhibit1034.htm EXHIBIT 10.34 Exhibit Exhibit 10.34EXECUTION COPYFIVE-YEAR REVOLVINGCREDIT FACILITY AGREEMENTDated as of March 5,…
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About XYLEM INC. (NYSE:XYL)
Xylem Inc. is engaged in the design, manufacturing, and application of engineered technologies for the water industry. The Company is an equipment and service provider for water and wastewater applications with a portfolio of products and services addressing the cycle of water, from collection, distribution and use to the return of water to the environment. The Company has two business segments, which include Water Infrastructure (collection, distribution, return) and Applied Water (usage). The Water Infrastructure segment focuses on the transportation, treatment and testing of water, offering a range of products, including water and wastewater pumps, treatment and testing equipment, and controls and systems. The Company’s Applied Water segment serves the primary uses of water and focuses on the residential, commercial, industrial and agricultural markets. The Company’s brands include Flygt, Wedeco, Godwin, Lowara, Flojet and Flowtronex.