UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 5, 2020
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 |
15222 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (724) 772-0044
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 | Trading Symbol(s) | Name of each 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 8.01. Other Events.
On March 5, 2020, Evoqua Water Technologies Corp. (the “Company”) issued a press release announcing the pricing of a secondary public offering of 13 million shares of its common stock by certain shareholders of the Company, including certain affiliates of AEA Investors LP (collectively, the “Selling Shareholders”) at a public offering price of $19.50 per share. Additionally, in connection with the offering, the Selling Shareholders granted the underwriters a 30-day option to purchase up to 1.95 million additional shares of common stock. The offering is expected to close on March 10, 2020, subject to the satisfaction of customary closing conditions.
The Company is not selling any shares in the offering and will not receive any proceeds from the sale of shares being sold by the Selling Shareholders in the offering.
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information in this Form 8-K pursuant to Item 8.01 is not an offer or the solicitation of an offer to buy securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit No. |
Description | |
| 99.1 | Press Release of Evoqua Water Technologies Corp., dated March 5, 2020. | |
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: March 5, 2020 | EVOQUA WATER TECHNOLOGIES CORP. | |
| By: | /s/ Benedict J. Stas | |
| Benedict J. Stas | ||
| Executive Vice President, Chief Financial Officer & Treasurer |
Exhibit 99.1
EVOQUA WATER TECHNOLOGIES Announces
PRICING of SECONDARY Public Offering
Pittsburgh, March 5, 2020. Evoqua Water Technologies Corp. (NYSE: AQUA) today announced the pricing of a secondary public offering of 13 million shares of its common stock by certain shareholders of the company, including certain affiliates of AEA Investors LP (collectively, the “Selling Shareholders”) at a public offering price of $19.50 per share. Additionally, in connection with the offering, the Selling Shareholders have granted to the underwriters a 30-day option to purchase up to 1.95 million additional shares of common stock. The offering is expected to close on March 10, 2020, subject to the satisfaction of customary closing conditions.
The company is not selling any shares in the offering and will not receive any proceeds from the sale of shares being sold by the Selling Shareholders in the offering.
Credit Suisse, RBC Capital Markets and J.P. Morgan are acting as joint lead book-running managers in the offering. Citigroup, Goldman Sachs & Co. LLC and Baird are also acting as joint book-running managers in the offering. Morgan Stanley, Raymond James, Stifel and Cowen are acting as co-managers in the offering.
An automatic shelf registration statement (including a prospectus) relating to these securities was filed on March 4, 2020 with the Securities and Exchange Commission (the “SEC”) and became effective upon such filing. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement, as well as the prospectus supplement related to this offering. Copies of these documents are available at no charge on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from: Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, New York 10010, or by telephone at +1 (800) 221-1037, or by email at usa.prospectus@credit-suisse.com, or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10281, or by telephone at 1-877-822-4089, or by email at equityprospectus@rbccm.com, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or via telephone: 1-866-803-9204.
The offering of these securities is being made only by means of a prospectus supplement and an accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Evoqua Water Technologies
Evoqua Water Technologies is a leading provider of mission critical water and wastewater treatment solutions, offering a broad portfolio of products, services and expertise to support industrial, municipal and recreational customers who value water. Evoqua has worked to protect water, the environment and its employees for more than 100 years, earning a reputation for quality, safety and reliability around the world. Headquartered in Pittsburgh, Pennsylvania, the company operates in more than 160 locations across ten countries. Serving more than 38,000 customers and 200,000 installations worldwide, our employees are united by a common purpose: Transforming Water. Enriching Life.
Contact Information:
Evoqua Water Technologies Corp.
Dan Brailer, Investor Contact
Telephone: 724-720-1605
Email: dan.brailer@evoqua.com
Evoqua Water Technologies Corp.
Lisa Marchewka, Media
Telephone: 978-614-7219
Email: lisa.marchewka@evoqua.com