WTS Watts Water Technologies Inc

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 20, 2023

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WATTS WATER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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815 Chestnut Street, North Andover, Massachusetts 01845

(Address of Principal Executive Offices) (Zip Code)

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(978) 688-1811

(Registrant’s telephone number, including area code)

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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 (see General Instruction A.2. below):

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

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

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

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

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

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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).

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Emerging growth company ☐

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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. ☐

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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

On October 20, 2023, Watts Water Technologies, Inc. (the “Company”) borrowed $210 million under that certain Second Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1 dated August 2, 2022 (the “Amended Credit Agreement”) to partially finance the acquisition of Bradley Corporation (“Bradley”). Including the amount borrowed under the Amended Credit Agreement in connection with the acquisition of Bradley, as of October 20, 2023, the Company has used $310 million of credit under the revolving credit facility provided by the Amended Credit Agreement (the “Revolving Credit Facility”). As of October 20, 2023, the Company has an additional $12.5 million of letters of credit outstanding under the Amended Credit Agreement, and $477.5 million of the Revolving Credit Facility remains unused and potentially available, subject to the terms and conditions of the Amended Credit Agreement. Term loans for up to an additional $500 million may also be issued to the Company under certain circumstances and subject to the terms of the Amended Credit Agreement. A copy of the Amended Credit Agreement was provided as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2021.

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The information contained below under Item 8.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

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The full text of the press release issued in connection with the acquisition of Bradley is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

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Item 8.01.                                        Other Events

Purchase of Bradley Corporation.

On October 23, 2023, Watts Regulator Co. (“Watts Regulator”), a wholly-owned subsidiary of the Company, purchased all of the issued and outstanding units of membership interest of Bradley following Bradley’s conversion from a Wisconsin corporation into Bradley Company, LLC, a Wisconsin limited liability company, for a purchase price of $303 million, subject to customary adjustments at closing. Watts Regulator funded the acquisition through a combination of a draw on the Company’s Revolving Credit Facility under the Amended Credit Agreement and cash on hand.

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Item 9.01.        Financial Statements and Exhibits

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

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Watts Water Technologies Inc. Completes Acquisition of Bradley Corporation

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NORTH ANDOVER, MA, October 23, 2023 – Watts Water Technologies, Inc., (NYSE: WTS) (“Watts”) – through its subsidiaries, one of the world’s leading manufacturers and providers of plumbing, heating and water quality products and solutions – today announced that it has completed the previously announced acquisition of Bradley Corporation (“Bradley”) for $303 million, subject to customary adjustments. The net transaction value is approximately $268 million after adjusting for the estimated net present value of expected tax benefits of approximately $35 million. The acquisition was funded with cash on hand and from Watts’ existing revolving credit facility.

Bradley is a trusted provider and manufacturer of commercial washroom and emergency safety products serving commercial (primarily institutional) and industrial end markets for over 100 years. The company offers a comprehensive product portfolio that includes plumbing fixtures, washroom accessories and emergency safety products to a diverse customer base. Bradley has annual net sales of approximately $200 million.

Chief Executive Officer Robert J. Pagano Jr. commented, “We are thrilled to welcome the Bradley team to Watts. The closing of this transaction is the first step to realizing the significant value of combining two innovative businesses with over 250 years of collective industry experience. I want to thank the teams at Watts and Bradley for their efforts to get us to closing today and helping to ensure a smooth, effective transition as we integrate Bradley with Watts.”

Additional information regarding the transaction will be provided during Watts’ third quarter earnings call on November 2, 2023.

About Watts Water Technologies, Inc.

Watts Water Technologies, Inc., through its family of companies, is a global manufacturer headquartered in the USA that provides one of the broadest plumbing, heating and water quality product lines in the world. Watts Water companies and brands offer innovative plumbing, heating and water quality solutions to control the efficiency, safety, and quality of water within commercial, residential and industrial applications. For more information, visit www.watts.com.

Forward-Looking Statements

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Watts provides the following cautionary statement: This news release contains various forward-looking statements based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. These include statements regarding estimates of future earnings and cash flows. Other uncertainties include, but are not limited to, general economic conditions, supply chain conditions and any related impact on costs and availability of materials, integration of the acquired business in a timely and cost-effective manner, retention of supplier and customer relationships and key employees, and the ability to achieve synergies and cost savings in the amounts and within the time frames currently anticipated. Other risks and uncertainties that may materially affect Watts are described from time to time in its reports filed with the Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K. Except to the extent required by law, Watts does not undertake and specifically declines any obligation to review or update any forward looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.