Basic Stats
| LEI | 549300AM3633XDFU1Q85 |
| CIK | 1439288 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rexnord Corp
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 29, 2025 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation |
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| July 29, 2025 |
Form of Restricted Stock Unit Agreement under the Performance Incentive Plan (current) Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATION THIS AGREEMENT (this “Agreement”), dated as of (the “Grant Date”) is made by and between Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Corporation”), and , an employee of the Corporation or one of its Subsidiaries (the “Grantee”). WHEREAS, the Corporation wishes to afford the Grantee the o |
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| July 29, 2025 |
Form of amendment to Performance Stock Unit Agreement (for outstanding awards granted prior to 2025) Exhibit 10.4 AMENDMENT TO PERFORMANCE STOCK UNIT AGREEMENT This Amendment to Performance Stock Unit Agreement (this “Amendment”) is dated , 20 (the “Effective Date”), by and between Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Company”) and (the “Grantee”). The Grantee and the Company are at times referred to in this Amendment as the “Parties,” and each a “Party.” WHEREAS, |
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| July 29, 2025 |
Exhibit 10.5 ZURN ELKAY WATER SOLUTIONS CORPORATION DEFERRED COMPENSATION PLAN Effective as of January 1, 2016 As amended and restated April 30, 2025 QB\96394126.7 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 “Account” 1 1.02 “Affiliate” 1 1.03 “Annual Addition Limitation” 1 1.04 “Annual Installment Method” 1 1.05 “Base Salary” 2 1.06 “Base Salary Deferral” 2 1.07 “Beneficiary”. 2 1.08 “Ben |
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| July 29, 2025 |
Exhibit 99.1 Press Release July 29, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Reports Second Quarter 2025 Financial Results Investor call scheduled for Wednesday, July 30, 2025 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Second Quarter Highlights •Net sales in the |
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| July 29, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 29, 2025 |
Form of Performance Stock Unit Agreement under the Performance Incentive Plan (current) Exhibit 10.2 PERFORMANCE STOCK UNIT AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATION THIS AGREEMENT (this “Agreement”), dated as of (the “Grant Date”) is made by and between Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Corporation”), and , an employee of the Corporation or one of its Subsidiaries (the “Grantee”). WHEREAS, the Corporation wishes to afford the Grantee the |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35475 A. Full title of the plan a |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 (State or other jurisdiction of incorporation) (Commission File Number) 511 W. Freshwater Way Milwaukee, Wisconsin 53204 (Address of principal executive offices) (Zip Code) Davi |
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| May 30, 2025 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF Zurn Elkay Water Solutions Corporation FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2024 I.Introduction This is the Conflict Minerals1 Report of Zurn Elkay Water Solutions Corporation (“we,” “our,” “us,” “Zurn Elkay,” or the “Company”) prepared for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act o |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 1, 2025 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation) |
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| May 2, 2025 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on May 2, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or other jurisdiction of incorporat |
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| May 2, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Zurn Elkay Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Equity Common Stock, $. |
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| April 22, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 22, 2025 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporatio |
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| April 22, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 22, 2025 |
Exhibit 99.1 Press Release April 22, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Reports First Quarter 2025 Financial Results Investor call scheduled for Wednesday, April 23, 2025 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) First Quarter Highlights •Net sales in the |
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| March 13, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| February 19, 2025 |
EX-99.A 2 tm256933d1ex99-a.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of common stock, $0.01 par value per share, of Zurn Elkay Water Solutions Corporation, dated as of February 19, 2025, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in acco |
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| February 13, 2025 |
Exhibit 99.1 Press Release February 11, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Announces Launch of Public Offering of Common Stock by Selling Stockholder MILWAUKEE, WI – February 11, 2025 Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Zurn Elkay Water Solutions Corporation (“Zurn Elkay”) announced today the laun |
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| February 13, 2025 |
Exhibit 1.1 Execution Version ZURN ELKAY WATER SOLUTIONS CORPORATION (a Delaware corporation) 7,750,000 Shares of Common Stock UNDERWRITING AGREEMENT February 11, 2025 Evercore Group L.L.C. as Representative of the several Underwriters c/o Evercore Group L.L.C. 55 East 52nd Street New York, NY 10055 Ladies and Gentlemen: Zurn Elkay Water Solutions Corporation, a Delaware corporation (the “Company” |
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| February 13, 2025 |
Exhibit 99.2 Press Release February 11, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Corporation Announces Pricing of Public Offering by Selling Stockholder MILWAUKEE, WI – February 11, 2025 Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Zurn Elkay Water Solutions Corporation (“Zurn Elkay”) today announced the pricing |
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| February 13, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 11, 2025 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State of Incorporation) (Commission File |
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| February 12, 2025 |
7,750,000 Shares Zurn Elkay Water Solutions Corporation Common Stock Table of Contents Filed Pursuant to Rule 424(b)(7) Registration Statement No-333-284835 Prospectus Supplement To prospectus dated February 11, 2025 7,750,000 Shares Zurn Elkay Water Solutions Corporation Common Stock The selling stockholder identified in this prospectus supplement are offering 7,750,000 shares of Zurn Elkay Water Solutions Corporation common stock. |
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| February 12, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table 424B7 (Form Type) Zurn Elkay Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common Stock $. |
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| February 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) Zurn Elkay Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fes to be Paid 1 Equity Common Stock $. |
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| February 11, 2025 |
As filed with the Securities and Exchange Commission on February 11, 2025 Table of Contents As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| February 11, 2025 |
Subject to Completion. Dated February 11, 2025. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No-333-284835 The information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 10, 2025 |
Insider Trading Policy I.The Need for an Insider Trading Policy and Related Procedures 1. General Federal securities laws prohibit any member of the Zurn Elkay Board of Directors and any of its officers or employees from purchasing or selling Company securities while aware of material nonpublic information, or from disclosing material nonpublic information to others who then trade in the securitie |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I. |
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| February 10, 2025 |
List of Subsidiaries of the Company Exhibit 21.1 Zurn Elkay Water Solutions Corporation List of Subsidiaries Name Place of Incorporation Filamat Composites Inc. Canada Zurn Industries Limited Canada Hadrian Solutions ULC Canada 3299461 Nova Scotia ULC Canada Chase Acquisition I, Inc. Delaware Elkay Sales, LLC (f/k/a Elkay Sales, Inc.) Delaware EMC Water LLC (f/k/a Elkay Manufacturing Company) Delaware Elkay Plumbing Products Company |
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| February 4, 2025 |
Exhibit 99.1 Press Release February 4, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Reports Fourth Quarter and Full Year 2024 Financial Results Investor call scheduled for Wednesday, February 5, 2025 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Fourth Quarter Highlight |
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| February 4, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 4, 2025 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| October 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| October 29, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 29, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| October 29, 2024 |
Exhibit 99.1 Press Release October 29, 2024 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Reports Third Quarter 2024 Financial Results Investor call scheduled for Wednesday, October 30, 2024 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Third Quarter Highlights •Net sales in |
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| October 2, 2024 |
ZWS / Zurn Elkay Water Solutions Corporation / Ice Mountain LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Zurn Elkay Water Solutions Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 98983L108 (CUSIP Number) October 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| October 2, 2024 |
ZWS / Zurn Elkay Water Solutions Corporation / Ice Mountain LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Zurn Elkay Water Solutions Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) Brooke R. Kerendian DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Telephone: (312) 368-4000 (Name, Address and Te |
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| October 2, 2024 |
Joint Filing Agreement dated October 2, 2024 by and among the Reporting Persons EX-99.A 2 tm2424991d2ex99-a.htm EXHIBIT 99.A Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G with respect to the shares of common stock, $0.01 par value per share, of Zurn Elkay Water Solutions Corporation, dated as of October 2, 2024, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in acco |
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| October 2, 2024 |
EX-99.1 2 tm2424991d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Zurn Elkay Water Solutions Corporation, and further ag |
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| July 30, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 30, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation |
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| July 30, 2024 |
Exhibit 99.1 Press Release July 30, 2024 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Reports Second Quarter 2024 Financial Results Investor call scheduled for Wednesday, July 31, 2024 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Second Quarter Highlights •Net sales in the |
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| July 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 30, 2024 |
Exhibit 10.2 Compensation Policy and Stock Ownership Guidelines for Outside Members of the Board of Directors Compensation Element Description Term Directors serve staggered three-year terms. Cash Compensation •Directors will receive annual cash compensation of $95,000, inclusive of Board and committee meeting attendance fees. •Committee Chairs will receive an additional annual fee as follows: •Au |
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| July 10, 2024 |
Exhibit 99.1 Zurn Elkay Water Solutions Promotes Dave Pauli to Chief Financial Officer; Mark Peterson to become Chief Administrative Officer MILWAUKEE — July 10, 2024 — Zurn Elkay Water Solutions Corporation (NYSE: ZWS) announced today the promotion of Dave Pauli, 42, to the position of Chief Financial Officer (CFO). Pauli will oversee all aspects of Zurn Elkay’s financial operations effective imm |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 10, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35475 A. Full title of the plan a |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 (State or other jurisdiction of incorporation) (Commission File Number) 511 W. Freshwater Way Milwaukee, Wisconsin 53204 (Address of principal executive offices) (Zip Code) Mark |
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| May 31, 2024 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF Zurn Elkay Water Solutions Corporation FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2023 I.Introduction This is the Conflict Minerals1 Report of Zurn Elkay Water Solutions Corporation (“we,” “our,” “us,” “Zurn Elkay,” or the “Company”) prepared for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act o |
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| May 17, 2024 |
Letter Agreement dated May 17, 2024 between Zurn Elkay Water Solutions Corporation and Todd A. Adams Exhibit 10.1 Todd A. Adams May 17, 2024 Dear Todd, On behalf of the Board of Directors, the Company is pleased to provide you this letter agreement (“Letter Agreement”) to set forth certain terms and conditions relating to your continued employment with Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) (the “Company” or “Employer”) and your right to participate in cert |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 17, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation) |
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| May 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Zurn Elkay Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Equity Common Stock, $. |
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| May 3, 2024 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on May 3, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or other jurisdiction of incorporatio |
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| May 3, 2024 |
Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan Exhibit 4.3 ZURN ELKAY WATER SOLUTIONS CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Plan is to provide Eligible Employees of the Company and its Designated Subsidiaries and Designated Affiliates with an opportunity to purchase Common Stock of the Company. The Plan includes two components: a Section 423 of the Code component (the “423 Component”) and a non-Section 423 of |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 2, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation) |
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| April 23, 2024 |
Exhibit 99.1 Press Release April 23, 2024 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports First Quarter 2024 Financial Results Investor call scheduled for Wednesday, April 24, 2024 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) First Quarter Highlights •Net s |
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| April 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 23, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 23, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporatio |
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| March 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| February 13, 2024 |
RXN / Rexnord Corp / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment SC 13G 1 fp0086862-53sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. n/a)* ZURN ELKAY WATER SOLUTIONS CORP (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) Dec |
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| February 13, 2024 |
RXN / Rexnord Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02343-zurnelkaywatersoluti.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Zurn Elkay Water Solutions Corp Title of Class of Securities: Common Stock CUSIP Number: 98983L108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat |
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| February 6, 2024 |
Exhibit 99.1 Press Release February 6, 2024 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Fourth Quarter 2023 Financial Results Investor call scheduled for Wednesday, February 7, 2024 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Fourth Quarter Highlights |
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| February 6, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 6, 2024 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| February 6, 2024 |
Exhibit 10.9 Compensation Policy and Stock Ownership Guidelines for Outside Members of the Board of Directors Compensation Element Description Term Directors serve staggered three-year terms. Cash Compensation •Directors will receive annual cash compensation of $95,000, inclusive of Board and committee meeting attendance fees. •Committee Chairs will receive an additional annual fee as follows: •Au |
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| February 6, 2024 |
Exhibit 97 Zurn Elkay Water Solutions Corporation Executive Compensation Clawback Policy (as amended and restated effective as of October 2, 2023) The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Zurn Elkay Water Solutions Corporation (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I. |
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| February 6, 2024 |
Exhibit 4.1 Description of Securities The authorized capital stock of Zurn Elkay Water Solutions Corporation (the “Company,” “we,” “our” and “us”) consists of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock, the rights and preferences of which may be designated by the board of directors. All of our existing common stock is validly issued, fully paid and nonassessable. T |
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| February 6, 2024 |
List of Subsidiaries of the Company Exhibit 21.1 Zurn Elkay Water Solutions Corporation List of Subsidiaries Name Place of Incorporation Zurn Australia Pty Ltd. Australia Filamat Composites Inc. Canada Zurn Industries Limited Canada Hadrian Solutions ULC Canada 3299461 Nova Scotia ULC Canada Chase Acquisition I, Inc. Delaware Elkay Manufacturing Company Delaware Elkay Plumbing Products Company Delaware Hadrian Inc. Delaware Just Man |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 11, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorpora |
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| October 31, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 31, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| October 31, 2023 |
Exhibit 99.1 Press Release October 31, 2023 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Third Quarter 2023 Financial Results Investor call scheduled for Wednesday, November 1, 2023 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Third Quarter Highlights •N |
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| October 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 24, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation |
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| July 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 24, 2023 |
Exhibit 99.1 Press Release July 24, 2023 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Second Quarter 2023 Financial Results Investor call scheduled for Tuesday, July 25, 2023 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Second Quarter Highlights •Net sal |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35475 A. Full title of the plan a |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 (State or other jurisdiction of incorporation) (Commission File Number) 511 W. Freshwater Way Milwaukee, Wisconsin 53204 (Address of principal executive offices) (Zip Code) Mark |
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| May 31, 2023 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF Zurn Elkay Water Solutions Corporation FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2022 I.Introduction This is the Conflict Minerals1 Report of Zurn Elkay Water Solutions Corporation (“we,” “our,” “us,” “Zurn Elkay,” or the “Company”) prepared for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act o |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 4, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation) |
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| April 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 25, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 25, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporatio |
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| April 25, 2023 |
Exhibit 99.1 Press Release April 25, 2023 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports First Quarter 2023 Financial Results Investor call scheduled for Wednesday, April 26, 2023 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS) First Quarter Highlights •Net s |
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| April 25, 2023 |
Exhibit 10.2 Compensation Policy and Stock Ownership Guidelines for Outside Members of the Board of Directors Compensation Element Description Term Directors serve staggered three-year terms. Cash Compensation •Directors will receive annual cash compensation of $90,000, inclusive of Board and committee meeting attendance fees. •Committee Chairs will receive an additional annual fee as follows: Aud |
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| March 23, 2023 |
DEFA14A 1 d82694ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissio |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 15, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporatio |
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| March 15, 2023 |
Zurn Elkay Water Solutions Adds Emma McTague to Board of Directors Exhibit 99.1 Zurn Elkay Water Solutions Adds Emma McTague to Board of Directors MILWAUKEE – March 15, 2023 – Zurn Elkay Water Solutions Corporation (NYSE: ZWS) announced today that Emma McTague, 49, senior vice president and chief human resources officer of Oshkosh Corporation, has joined the company’s board of directors effective March 15. “We are thrilled to add Emma to the Zurn Elkay board of d |
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| February 14, 2023 |
List of Subsidiaries of the Company Exhibit 21.1 Zurn Elkay Water Solutions Corporation List of Subsidiaries Name Place of Incorporation Zurn Australia Pty Ltd. Australia Filamat Composites Inc. Canada Zurn Industries Limited Canada Hadrian Solutions ULC Canada 3299461 Nova Scotia ULC Canada Chase Acquisition I, Inc. Delaware Elkay Manufacturing Company Delaware Elkay Plumbing Products Company Delaware Hadrian Inc. Delaware Just Man |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I. |
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| February 14, 2023 |
Agreement and General Release This Agreement and General Release (the “Agreement”) is effective as of the latest date signed by Rodney Jackson (“Executive” or “you”) and Zurn Elkay Water Solutions Corporation (formerly known as Zurn Water Solutions Corporation and, prior to that, Rexnord Corporation), for itself and its direct and indirect subsidiaries, divisions, related companies and affiliates (the “Company”). |
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| February 13, 2023 |
RXN / Rexnord Corp / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Zurn Elkay Water Solutions Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 9, 2023 |
RXN / Rexnord Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Zurn Elkay Water Solutions Corp. Title of Class of Securities: Common Stock CUSIP Number: 98983L108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 7, 2023 |
Exhibit 99.1 Press Release February 7, 2023 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Fourth Quarter 2022 Financial Results •Announces $500 million share repurchase authorization Call scheduled for Wednesday, February 8, 2023 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Cor |
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| February 7, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 7, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| February 6, 2023 |
RXN / Rexnord Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Zurn Water Solutions Corp (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 1, 2023 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| October 25, 2022 |
Exhibit 10.4 Compensation Policy and Stock Ownership Guidelines for Outside Members of the Board of Directors Compensation Element Description Term Directors serve staggered three-year terms. Cash Compensation ?Directors will receive annual cash compensation of $90,000, inclusive of Board and committee meeting attendance fees. ?Committee Chairs will receive an additional annual fee as follows: Aud |
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| October 25, 2022 |
Exhibit 10.6 RESTRICTED STOCK UNIT ELECTION AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATION ARTICLE I ELECTIVE RESTRICTED STOCK UNITS AND ISSUANCE OF SHARES Section 1.1Election to Receive Restricted Stock Units For calendar year , the Participant hereby elects to receive 100% of his or her cash compensation, including any committee, chairperson and/or attendance fees, in the form of elective R |
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| October 25, 2022 |
Exhibit 10.5 RESTRICTED STOCK UNIT AGREEMENT OF ZURN ELKAY WATER SOLUTIONS CORPORATION THIS AGREEMENT (this ?Agreement?), dated as of is made by and between Zurn Elkay Water Solutions Corporation, a Delaware corporation (the ?Corporation?), and , a non-employee director of the Corporation (the ?Grantee?). WHEREAS, the Corporation wishes to afford the Grantee the opportunity to receive shares of it |
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| October 25, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 25, 2022 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporat |
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| October 25, 2022 |
Exhibit 99.1 Press Release October 25, 2022 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Third Quarter 2022 Financial Results Investor call scheduled for Wednesday, October 26, 2022 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS), a leader in sustainable wa |
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| October 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| September 8, 2022 |
Elkay Manufacturing Water Solutions Business Unit Exhibit 99.1 Elkay Manufacturing Water Solutions Business Unit Contents Consolidated Carve-Out Financial Statements: Report of Independent Certified Public Accountant 2 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Balance Sheets 6 Consolidated Statements of Cash Flows 8 Consolidated Statements of Changes in Divisional Equity 9 Notes to the Cons |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of Earliest Event Reported): July 1, 2022 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdicti |
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| September 8, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information and notes thereto have been prepared by Zurn Elkay Water Solutions Corporation (formerly known as Zurn Water Solutions Corporation) ("Zurn" or the "Company") in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33- |
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| September 8, 2022 |
Elkay Manufacturing Water Solutions Business Unit Exhibit 99.2 Elkay Manufacturing Water Solutions Business Unit Contents (Unaudited) Consolidated Interim Carve-Out Financial Statements: Consolidated Statements of Operations 2 Consolidated Statements of Comprehensive Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 6 Consolidated Statements of Changes in Divisional Equity 7 Notes to the Consolidated Carve-Out Financial |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 15, 2022 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporati |
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| July 26, 2022 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Zurn Elkay Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Equity Common Stock, $. |
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| July 26, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 26, 2022 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation |
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| July 26, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZURN WATER SOLUTIONS CORPORATION Pursuant to the provisions of Section 242 of the Delaware General Corporation Law (the ?DGCL?), Zurn Water Solutions Corporation, a Delaware corporation duly organized and existing under the DGCL (the ?Corporation?), hereby certifies as follows: 1.The Amended and Restat |
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| July 26, 2022 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on July 26, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or other jurisdiction of incorporati |
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| July 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 26, 2022 |
Exhibit 99.1 Press Release July 26, 2022 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Elkay Water Solutions Reports Second Quarter 2022 Financial Results Investor call scheduled for Wednesday, July 27, 2022 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Elkay Water Solutions Corporation (NYSE:ZWS), a leader in sustainable water s |
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| July 12, 2022 |
Exhibit 99.11 PROXY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a stockholder of ZURN ELKAY WATER SOLUTIONS CORP., a Delaware corporation (the ?Company?), does hereby make, constitute, and appoint RONALD C. KATZ the attorney and proxy of the undersigned with full power of substitution and revocation, or if RONALD C. KATZ is unable, unwilling or unavailable to act, TIMOTHY J. JAHNKE a |
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| July 12, 2022 |
RXN / Rexnord Corp / Halperin Errol R. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Zurn Elkay Water Solutions Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) Brooke R. Kerendian DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Telephone: (312) 368-4000 (Name, Address and Telephone Number of Pe |
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| July 12, 2022 |
STANDSTILL AND LOCK-UP AGREEMENT Exhibit 99.5 Execution Version STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and Ice Mountain LLC (the ?Stockholder?). WHEREAS, concurrently with the execution and delivery of this Agreement, Zebra, Elkay Manufacturing Company, a D |
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| July 12, 2022 |
Exhibit 99.10 PROXY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a stockholder of ZURN ELKAY WATER SOLUTIONS CORP., a Delaware corporation (the ?Company?), does hereby make, constitute, and appoint RONALD C. KATZ the attorney and proxy of the undersigned with full power of substitution and revocation, or if RONALD C. KATZ is unable, unwilling or unavailable to act, TIMOTHY J. JAHNKE a |
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| July 12, 2022 |
STANDSTILL AND LOCK-UP AGREEMENT Exhibit 99.8 STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and (i) Ronald C. Katz as the Trustee of the Katz Voting Stock Trust dated 1/6/04 and (ii) Ronald C. Katz (the ?Stockholder?). WHEREAS, concurrently with the execution and |
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| July 12, 2022 |
Exhibit 99.12 PROXY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a stockholder of ZURN ELKAY WATER SOLUTIONS CORP., a Delaware corporation (the ?Company?), does hereby make, constitute, and appoint RONALD C. KATZ the attorney and proxy of the undersigned with full power of substitution and revocation, or if RONALD C. KATZ is unable, unwilling or unavailable to act, TIMOTHY J. JAHNKE a |
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| July 12, 2022 |
STANDSTILL AND LOCK-UP AGREEMENT Exhibit 99.7 STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and The Northern Trust Company as Trustee of the Katz New VBA Trust dated as of 12/15/2019 (the ?Stockholder?). WHEREAS, concurrently with the execution and delivery of thi |
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| July 12, 2022 |
STANDSTILL AND LOCK-UP AGREEMENT Exhibit 99.6 Execution Version STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and (i) Errol R. Halperin Individually and (ii) the Errol R. Halperin, as Trustee Under Declaration of Trust dated July 8, 1996 (the ?Stockholder?). WHERE |
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| July 12, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Zurn Elkay Water Solutions Corporation, and further agree that this Joint Filing Agreement be inclu |
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| July 1, 2022 |
? Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), is made as of July 1, 2022, by and among Zurn Water Solutions Corporation, a Delaware corporation (the ?Company?), and each of the stockholders listed on Schedule A hereto, each of whom is referred to herein as a ? Holder? and collectively, the ?Holders?. RECITALS WHEREAS, on February 12, 2022, the |
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| July 1, 2022 |
Exhibit 10.3 ?Zurn Elkay Water Solutions Corporation Performance Incentive Plan (as amended and restated) 1.?????PURPOSE OF PLAN The purpose of this Zurn Elkay Water Solutions Corporation Performance Incentive Plan, as further amended and restated (formerly known as the Zurn Water Solutions Corporation Performance Incentive Plan and prior to that known as the Rexnord Corporation 2012 Performance I |
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| July 1, 2022 |
Exhibit 99.1 Zurn Water Solutions Completes Combination with Elkay Manufacturing; Creates Unrivaled Leader in Sustainable Water Solutions MILWAUKEE ? July 1, 2022 ? Zurn Water Solutions Corporation (NYSE: ZWS) announced today that it completed the previously announced combination with Elkay Manufacturing Company, a market leader of commercial drinking water solutions. ?The addition of Elkay is par |
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| July 1, 2022 |
Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 (this ?Agreement?) dated as of July 1, 2022 to the Fourth Amended and Restated First Lien Credit Agreement dated as of October 4, 2021 (as further amended, restated, supplemented, waived or otherwise modified from time to time, the ?Credit Agreement?) among ZBS GLOBAL, INC. (f/k/a RBS Global, Inc.), a Delaware corporation (?Holdings? |
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| July 1, 2022 |
Amended and Restated Certificate of Incorporation as amended through July 1, 2022 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZURN WATER SOLUTIONS CORPORATION July 1, 2022 Pursuant to the provisions of Section 242 of the Delaware General Corporation Law (the ?DGCL?), Zurn Water Solutions Corporation, a Delaware corporation duly organized and existing under the DGCL (the ?Corporation?), hereby certifies as follows: 1. The Amen |
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| July 1, 2022 |
Amended and Restated By-Laws, as amended through July 1, 2022 Exhibit 3.2 ZURN ELKAY WATER SOLUTIONS CORPORATION Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS As amended through July 1, 2022 AMENDED AND RESTATED BY-LAWS OF ZURN ELKAY WATER SOLUTIONS CORPORATION Article I OFFICES; BOOKS 1.1 Registered Office. The registered office of Zurn Elkay Water Solutions Corporation (the ?Corporation?) in the State of Delaware shall b |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2022 ZURN ELKAY WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorp |
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| June 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35475 A. Full title of the plan a |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 (State or other jurisdiction of incorporation) (Commission File Number) 511 W. Freshwater Way Milwaukee, Wisconsin 53204 (Address of principal executive offices) (Zip Code) Mark W. Pe |
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| May 31, 2022 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF Zurn Water Solutions Corporation FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2021 I.Introduction This is the Conflict Minerals1 Report of Zurn Water Solutions Corporation (?we,? ?our,? ?us,? ?Zurn,? or the ?Company?) prepared for calendar year 2021 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?Act?) |
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| May 27, 2022 |
Zurn Water Solutions Stockholders Pave Way for Combination With Elkay Manufacturing Exhibit 99.1 Zurn Water Solutions Stockholders Pave Way for Combination With Elkay Manufacturing MILWAUKEE ? May 26, 2022 ? Zurn Water Solutions Corporation (NYSE: ZWS) announced that, at a Special Meeting today, its stockholders voted to approve the issuance of shares of Zurn common stock necessary to complete the previously announced combination with Elkay Manufacturing Company. As approved toda |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporatio |
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| May 27, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporatio |
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| May 27, 2022 |
Zurn Water Solutions Stockholders Pave Way for Combination With Elkay Manufacturing EX-99.1 2 tm2216971d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Zurn Water Solutions Stockholders Pave Way for Combination With Elkay Manufacturing MILWAUKEE – May 26, 2022 – Zurn Water Solutions Corporation (NYSE: ZWS) announced that, at a Special Meeting today, its stockholders voted to approve the issuance of shares of Zurn common stock necessary to complete the previously announced combination with |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporatio |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporatio |
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| May 6, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 5, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Orga |
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| April 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 26, 2022 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-264125? PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS ZURN WATER SOLUTIONS CORPORATION 511 W. Freshwater Way Milwaukee, Wisconsin 53204 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF ZURN WATER SOLUTIONS CORPORATION DATE: May 26, 2022 TIME: 9:00 a.m. Central Time PLACE: 511 W. Freshwater Way, Milwauk |
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| April 26, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 26, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or O |
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| April 26, 2022 |
Exhibit 99.1 Press Release April 26, 2022 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Water Solutions Reports First Quarter 2022 Financial Results Call scheduled for Wednesday, April 27, 2022 at 8:30 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Water Solutions Corporation (NYSE:ZWS) First Quarter Highlights ?Net sales in the quarter i |
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| April 25, 2022 |
Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, Wisconsin 53204 April 25, 2022 Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, Wisconsin 53204 April 25, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 VIA EDGAR Re:??????????Zurn Water Solutions Corporation Registration Statement on Form S-4 Filed April 5, 2022, as amended by Amendment No. 1 thereto filed April 22, 2022 File No. 333-264125 Lad |
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| April 22, 2022 |
Consent of Citigroup Global Markets Inc. EX-99.5 8 tm229509d5ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent of Citigroup Global Markets Inc. We hereby consent to (1) the inclusion of our opinion letter, dated February 12, 2022, to the Board of Directors of Elkay Manufacturing Company (“Elkay”) as Annex H, (2) the description of such opinion letter and the references to our name under the captions entitled “Summary—Opinion of Citi, Elkay’s |
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| April 22, 2022 |
Consent of Timothy Jahnke to be named as director Exhibit 99.7 April 7, 2022 Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, WI 53204 Attention: Jeffrey LaValle, Vice President, General Counsel and Secretary Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement Zurn Water Solutions Corporation (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission un |
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| April 22, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 22, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 22, 2022 Registration No. 333-264125? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? Amendment No. 1 to?? FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Zurn Water Solutions Corporation (Exact name of registrant as specified in its charter) ? ? Delaware ? ? 3560 ? |
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| April 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Zurn Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| April 22, 2022 |
Consent of Errol R. Halperin to be named as director EX-99.6 9 tm229509d5ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 April 7, 2022 Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, WI 53204 Attention: Jeffrey LaValle, Vice President, General Counsel and Secretary Consent to Reference in Proxy Statement/Prospectus/Consent Solicitation Statement Zurn Water Solutions Corporation (the “Company”) is filing a Registration Statement on Form S-4 wi |
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| April 22, 2022 |
Consent of Evercore Group L.L.C. Exhibit 99.3 CONSENT OF EVERCORE GROUP L.L.C. April 22, 2022 The Board of Directors Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, WI 53204 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 11, 2022, to the Board of Directors of Zurn Water Solutions Corporation (?Zurn?) as Annex F to, and the references thereto under the |
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| April 22, 2022 |
Consent of J.P. Morgan Securities LLC Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated February 12, 2022 to the Board of Directors of Elkay Manufacturing Company (the ?Company?) included in Annex I to the Proxy Statement/Prospectus/Consent Solicitation Statement, which forms a part of Amendment No. 1 to the registration statement on Form S-4 (the ?Registration Statement?), |
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| April 22, 2022 |
Form of Proxy Card of Zurn Water Solutions Corporation Exhibit 99.1 SUBJECT TO COMPLETION - APRIL 22, 2022 SPECIAL MEETING OF STOCKHOLDERS OF REXNORD CORPORATION To Be Held At 9:00 a.m. Central Time 511 W. Freshwater Way, Milwaukee, Wisconsin 53204 [ ] [ ], 2022 Signature of Stockholder Date: Signature of Stockholder Date: Note:Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When s |
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| April 5, 2022 |
Consent of Evercore Group L.L.C. EX-99.3 5 tm229509d3ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF EVERCORE GROUP L.L.C. April 4, 2022 The Board of Directors Zurn Water Solutions Corporation 511 W. Freshwater Way Milwaukee, WI 53204 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 11, 2022, to the Board of Directors of Zurn Water Solutions Corporation (“Zurn”) as Annex |
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| April 5, 2022 |
Consent of Citigroup Global Markets Inc. Exhibit 99.5 Consent of Citigroup Global Markets Inc. We hereby consent to (1) the inclusion of our opinion letter, dated February 12, 2022, to the Board of Directors of Elkay Manufacturing Company (?Elkay?) as Annex H, (2) the description of such opinion letter and the references to our name under the captions entitled ?Summary?Opinion of Citi, Elkay?s Financial Advisor?, ?The Merger?Background o |
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| April 5, 2022 |
Form of Written Consent of the Elkay Stockholders TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 4, 2022 Registration No. 333-??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Zurn Water Solutions Corporation (Exact name of registrant as specified in its charter) ? ? Delaware ? ? 3560 ? ? 20-5197013 ? ? (Sta |
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| April 5, 2022 |
Consent of J.P. Morgan Securities LLC Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated February 12, 2022 to the Board of Directors of Elkay Manufacturing Company (the ?Company?) included in Annex I to the Proxy Statement/Prospectus/Consent Solicitation Statement relating to the proposed merger of the Company and Zurn Water Solutions Corporation, and (ii) the references to |
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| April 5, 2022 |
EX-FILING FEES 8 tm229509d3ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Zurn Water Solutions Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price per Unit |
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| March 17, 2022 |
Zurn’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 17, 2022 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 15, 2022 |
TRANSCRIPT OF INVESTOR CALL. FEBRUARY 14, 2022. Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Zurn Water Solutions Associate FAQs Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Exhibit 99.2 Zurn Water Solutions Transformational Combination with Elkay Creating a Leader in Sustainable Water Solutions February 14, 2022 WATER SOLUTIONS 2 This presentation is for informational purposes only to assist interested parties in making their own evaluation of the proposed combination (the ?Transaction?) of Zurn Water Solutions Corp (?Zurn?) and Elkay Manufacturing Company (?Elkay?). |
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| February 14, 2022 |
EX-10.2 4 tm226396d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of February [●], 2022 (this “Agreement”), is made by and among [●] (the “Stockholder”), Elkay Manufacturing Company, a Delaware corporation (the “Company” or “Elkay”) and Zurn Water Solutions Corporation, a Delaware corporation (the “Purchaser”). W I T N E S E T H W |
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| February 14, 2022 |
Board Observer Agreement, dated as of February 12, 2022, by and among Zurn and Ronald Katz Exhibit 10.1 Execution Version BOARD OBSERVER AGREEMENT This Board Observer Agreement (this ?Agreement?) is made effective as of February 12, 2022 (the ?Effective Date?), by and between Zurn Water Solutions Corporation, a Delaware corporation (?Zebra?) and Ronald C. Katz (the ?Observer,? and together with Zebra, each a ?Party,? and collectively, the ?Parties?). Capitalized terms used but not defin |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorpo |
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| February 14, 2022 |
Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Exhibit 99.2 Zurn Water Solutions Transformational Combination with Elkay Creating a Leader in Sustainable Water Solutions February 14, 2022 WATER SOLUTIONS 2 This presentation is for informational purposes only to assist interested parties in making their own evaluation of the proposed combination (the ?Transaction?) of Zurn Water Solutions Corp (?Zurn?) and Elkay Manufacturing Company (?Elkay?). |
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| February 14, 2022 |
Exhibit 10.2 Execution Version FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of February [?], 2022 (this ?Agreement?), is made by and among [?] (the ?Stockholder?), Elkay Manufacturing Company, a Delaware corporation (the ?Company? or ?Elkay?) and Zurn Water Solutions Corporation, a Delaware corporation (the ?Purchaser?). W I T N E S E T H WHEREAS, on February 12, 2022, the Purchaser, |
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| February 14, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among zURN WATER SOLUTIONS CORPORATION, zebra merger sub, inc., elkay manufacturing company and ELKAY INTERIOR SYSTEMS INTERNATIONAL, INC. February 12, 2022 Table of Contents Page Article I DEFINITIONS 2 1.1 Definitions 2 Article II THE MERGER; CLOSING 26 2.1 The Merger 26 2.2 Closing; Effective Time 26 2.3 Certificate of Incorporation and |
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| February 14, 2022 |
Board Observer Agreement, dated as of February 12, 2022, by and among Zurn and Ronald Katz Exhibit 10.1 Execution Version BOARD OBSERVER AGREEMENT This Board Observer Agreement (this ?Agreement?) is made effective as of February 12, 2022 (the ?Effective Date?), by and between Zurn Water Solutions Corporation, a Delaware corporation (?Zebra?) and Ronald C. Katz (the ?Observer,? and together with Zebra, each a ?Party,? and collectively, the ?Parties?). Capitalized terms used but not defin |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorpo |
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| February 14, 2022 |
Exhibit 10.3 Execution Version FORM OF STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and [?] (the ?Stockholder?). WHEREAS, concurrently with the execution and delivery of this Agreement, Zebra, Elkay Manufacturing Company, a Delawa |
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| February 14, 2022 |
EX-2.1 2 tm226396d2ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among zURN WATER SOLUTIONS CORPORATION, zebra merger sub, inc., elkay manufacturing company and ELKAY INTERIOR SYSTEMS INTERNATIONAL, INC. February 12, 2022 Table of Contents Page Article I DEFINITIONS 2 1.1 Definitions 2 Article II THE MERGER; CLOSING 26 2.1 The Merger 26 2.2 Closing; Effective Tim |
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| February 14, 2022 |
Filed by Zurn Water Solutions Corporation Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Zurn Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204 Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Zurn Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204 Filed by Zurn Water Solutions Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Zurn Water Solutions Corporation Commission File No. |
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| February 14, 2022 |
Exhibit 10.3 Execution Version FORM OF STANDSTILL AND LOCK-UP AGREEMENT This Standstill and Lock-Up Agreement (this ?Agreement?) is made and entered into as of February 12, 2022, by and among Zurn Water Solutions Corp., a Delaware corporation (?Zebra?), and [?] (the ?Stockholder?). WHEREAS, concurrently with the execution and delivery of this Agreement, Zebra, Elkay Manufacturing Company, a Delawa |
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| February 14, 2022 |
Exhibit 99.1 Zurn Water Solutions and Elkay Manufacturing to Combine; Creating a Leader in Sustainable Water Solutions ? Transformational combination of two leaders in sustainable water solutions for health, human safety and the environment ? Significant expansion of size, scale and addressable market ? Adds leading drinking water business with significant growth and margin potential ? Advances En |
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| February 14, 2022 |
Exhibit 99.1 Zurn Water Solutions and Elkay Manufacturing to Combine; Creating a Leader in Sustainable Water Solutions ? Transformational combination of two leaders in sustainable water solutions for health, human safety and the environment ? Significant expansion of size, scale and addressable market ? Adds leading drinking water business with significant growth and margin potential ? Advances En |
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| February 11, 2022 |
RXN / Rexnord Corp / Capital World Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Zurn Water Solutions Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 10, 2022 |
RXN / Rexnord Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Zurn Water Solutions Corp. Title of Class of Securities: Common Stock CUSIP Number: 98983L108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I. |
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| February 9, 2022 |
List of Subsidiaries of the Company Exhibit 21.1 Zurn Water Solutions Corporation List of Subsidiaries Name Place of Incorporation Chase Acquisition I, Inc. Delaware Hadrian Inc. Delaware Just Manufacturing LLC Delaware ZBS Global, Inc. (f/k/a RBS Global, Inc.) Delaware Zurn LLC (f/k/a Rexnord LLC) Delaware Zurn Holdings, Inc. (f/k/a Rexnord-Zurn Holdings, Inc.) Delaware OEI, Inc. Delaware OEP, Inc. Delaware Krikles, Inc. Delaware W |
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| February 4, 2022 |
RXN / Rexnord Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zurn Water Solutions Corp (Name of Issuer) Common Stock (Title of Class of Securities) 98983L108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 1, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 1, 2022 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or |
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| February 1, 2022 |
Exhibit 99.1 Press Release February 1, 2022 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Water Solutions Reports Fourth Quarter 2021 Financial Results Call scheduled for Wednesday, February 2, 2022 at 8:00 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Water Solutions Corporation (NYSE:ZWS) Fourth Quarter Highlights ?On October 4, 2021 Z |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2021 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorpo |
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| January 5, 2022 |
EX-10.1 2 d186643dex101.htm EX-10.1 Exhibit 10.1 Agreement and General Release This Agreement and General Release (the “Agreement”) is effective as of the latest date signed by George Powers (“Executive” or “you”) and Zurn Water Solutions Corporation, for itself and its direct and indirect subsidiaries, divisions, related companies and affiliates (the “Company”). Executive and the Company are each |
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| October 26, 2021 |
EX-99.1 2 ex9919302021.htm EX-99.1 Exhibit 99.1 Press Release October 26, 2021 Contact Information: For Immediate Release Dave Pauli Vice President - Investor Relations 414.223.7770 Zurn Water Solutions Reports Third Quarter 2021 Financial Results Call scheduled for Wednesday, October 27, 2021 at 8:00 a.m. Eastern Time MILWAUKEE, WI (USA) - Zurn Water Solutions Corporation (NYSE:ZWS) Third Quarter |
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| October 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| October 26, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2021 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or |
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| October 7, 2021 |
Zurn Water Solutions Corporation Performance Incentive Plan, as amended and restated Exhibit 4.3 ZURN WATER SOLUTIONS CORPORATION PERFORMANCE INCENTIVE PLAN (AS AMENDED AND RESTATED) 1. PURPOSE OF PLAN The purpose of this Zurn Water Solutions Corporation Performance Incentive Plan, as further amended and restated (formerly known as the Rexnord Corporation 2012 Performance Incentive Plan) (this “Plan”), of Zurn Water Solutions Corporation, a Delaware corporation (the “Corporation”) |
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| October 7, 2021 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on October 7, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zurn water solutions CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or other jurisdiction of incorporation o |
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| October 5, 2021 |
Exhibit 3.2 ZURN WATER SOLUTIONS CORPORATION Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BY-LAWS As amended through October 4, 2021 AMENDED AND RESTATED BY-LAWS OF ZURN WATER SOLUTIONS CORPORATION Article I OFFICES; BOOKS 1.1 Registered Office. The registered office of Zurn Water Solutions Corporation (the ?Corporation?) in the State of Delaware shall be at Corporatio |
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| October 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 ZURN WATER SOLUTIONS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorpora |
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| October 5, 2021 |
Zurn Water Solutions Completes Spin-Off Exhibit 99.1 Zurn Water Solutions Completes Spin-Off 10/04/2021 MILWAUKEE-(BUSINESS WIRE)- Zurn Water Solutions Corporation (NYSE: ZWS), formerly known as Rexnord Corporation, announced today that it completed the previously announced spin-off of its Process & Motion Control (?PMC?) business in a Reverse Morris Trust transaction (the ?Transaction?). The remaining Water Management platform is now a |
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| October 5, 2021 |
EX-10.1 4 tm2129251d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version FORM OF TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2021 (the “TSA Effective Date”), between Rexnord Corporation, a Delaware corporation, and Land Newco, Inc., a Delaware corporation. Each of the foregoing entities are hereinafter referred to |
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| October 5, 2021 |
REMAINCO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 8 tm2129251d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 REMAINCO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 15, 2021, Rexnord Corporation (“Rexnord”), Regal Beloit Corporation (“Regal”), Land Newco, Inc. (“Land”), and Phoenix 2021, Inc., a newly-formed, wholly-owned subsidiary of Regal (“Merger Sub”) entered into the Transaction Documents, pursuant to which Rexnord |
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| October 5, 2021 |
EX-10.3 6 tm2129251d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version THIRD AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of October 4, 2021 among RBS Global, Inc., as Holdings, REXNORD LLC, and ZURN HOLDINGS, INC. as Borrowers, each Subsidiary of the Borrowers identified herein, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collater |
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| October 5, 2021 |
EX-10.2 5 tm2129251d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version CONFIDENTIAL FOURTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT Dated as of October 4, 2021 Among RBS GLOBAL, INC., as Holdings, REXNORD LLC and ZURN HOLDINGS, INC., as Borrowers, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE LOAN FUNDING LLC, BMO CAPITAL MAR |
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| October 5, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REXNORD CORPORATION Rexnord Corporation is a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?). The original Certificate of Incorporation of the Corporation (the ?Certificate of Incorporation?) was filed with the Secretary of State of the State of Delaware on July 13, 2006, under the name |
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| September 28, 2021 |
Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| September 17, 2021 |
Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| September 13, 2021 |
Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| September 1, 2021 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or org |
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| September 1, 2021 |
Rexnord Corporation’s Stockholders Approve PMC Business Combination with Regal Beloit Corporation EX-99.1 2 tm2126731d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Rexnord Corporation’s Stockholders Approve PMC Business Combination with Regal Beloit Corporation MILWAUKEE, WI, September 1, 2021 – Rexnord Corporation (NYSE: RXN) (“Rexnord”) today announced that its stockholders voted to approve1 the previously announced combination of Rexnord’s Process & Motion Control (“PMC”) Business with Regal Beloit |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organ |
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| August 26, 2021 |
form425pmccarveout630211 Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| August 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organ |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organ |
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| August 18, 2021 |
Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organ |
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| July 23, 2021 |
Filed by Rexnord Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rexnord Corporation Commission File No. |
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| July 21, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ????????? ??? ????Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitt |
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| July 20, 2021 |
EX-99.1 2 ex9916302021.htm EX-99.1 Exhibit 99.1 Press Release July 20, 2021 Contact Information: For Immediate Release Mark Peterson Chief Financial Officer 414.223.1609 Rexnord Reports Second Quarter 2021 Financial Results Call scheduled for Wednesday, July 21, 2021 at 8:00 a.m. Eastern Time MILWAUKEE, WI (USA) - Rexnord Corporation (NYSE:RXN) Second Quarter Highlights •Net sales were $568 millio |
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| July 20, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 20, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| July 20, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| July 19, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Filed by the Registrant ????????? ??? ????Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commissio |
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| July 1, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ????????? ??? ????Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commissio |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35475 A. Full title of the plan a |
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| June 1, 2021 |
Exhibit 1.01 CONFLICT MINERALS REPORT OF REXNORD CORPORATION FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2020 I.Introduction This is the Conflict Minerals1 Report of Rexnord Corporation (?we,? ?our,? ?us,? or the ?Company?) prepared for calendar year 2020 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?Act?). Numerous terms in this Report ar |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 511 W. Freshwater Way Milwaukee, Wisconsin 53204 (Address of pr |
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| May 20, 2021 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of May 14, 2021 among LAND NEWCO, INC., VARIOUS SUBSIDIARIES THEREOF, THE LENDERS NAMED HEREIN, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. AND BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint Bookrunners, TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Definitions 1 1.2 Other Interpretive Provisi |
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| May 20, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or organiza |
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| May 11, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.??????) Filed by the Registrant ????????? ??? ????Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commi |
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| May 5, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 4, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| April 27, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35475 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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| April 27, 2021 |
EX-10.5A 2 ex105arexnord-arremaincofa.htm EX-10.5A Execution Version CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH CREDIT SUISSE LOAN FUNDING LLC Eleven Madison Avenue New York, New York 10010 CONFIDENTIAL February 18, 2021 Rexnord Corporation 511 Freshwater Way Milwaukee, WI 53204 Attention: Mark Peterson Senior Vice President and Chief Financial Officer Rexnord Corporation Financing Amended and Restat |
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| April 27, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 27, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) |
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| April 27, 2021 |
EX-99.1 2 ex9913312021.htm EX-99.1 Exhibit 99.1 Press Release April 27, 2021 Contact Information: For Immediate Release Mark Peterson Chief Financial Officer 414.223.1609 Rexnord Reports First Quarter 2021 Financial Results Call scheduled for Wednesday, April 28, 2021 at 8:00 a.m. Eastern Time MILWAUKEE, WI (USA) - Rexnord Corporation (NYSE:RXN) First Quarter Highlights •Net sales were $526 millio |
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| April 20, 2021 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 16, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organization) |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 25, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organizatio |
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| February 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or other jurisdiction of incorporation or org |
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| February 19, 2021 |
Exhibit 10.1 Execution Version TAX MATTERS AGREEMENT BY AND AMONG Rexnord Corporation, LAND NEWCO, INC., AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021 TABLE OF CONTENTS Page Section 1. ???????????????Definition of Terms 2 Section 2. ???????????????Allocation of Tax Liabilities 12 Section 2.01 General Rule 12 Section 2.02 Attribution of Taxes 12 Section 2.03 Transaction Taxes 12 Sectio |
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| February 19, 2021 |
EX-10.6 9 tm216920d2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION BARCLAYS 745 Seventh Avenue New York, New York 10019 CONFIDENTIAL February 15, 2021 Land Newco, Inc. c/o Rexnord Corporation 511 W. Freshwater Way Milwaukee, Wisconsin 53204 Attention: Mark Peterson Senior Vice President and Chief Financial Officer Rexnord Corporation (solely for purposes of the second paragraph of Section |
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| February 19, 2021 |
Exhibit 10.3 Execution Version REAL ESTATE MATTERS AGREEMENT This Real Estate Matters Agreement (this ?Agreement?) is entered into on February 15, 2021, by and among (i) Rexnord Corporation, a Delaware corporation (?Remainco?) (ii) Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remainco (?Spinco?); and Regal Beloit Corporation, a Wisconsin corporation (?RMT Partne |
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| February 19, 2021 |
EX-10.2 5 tm216920d2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version EMPLOYEE MATTERS AGREEMENT BY AND AMONG REXNORD CORPORATION, LAND NEWCO, INC. AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 “90% Amount” 1 Section 1.2 “Affiliate” 1 Section 1.3 “Agreement” 2 Section 1.4 “Ancillary Agreement” 2 Section 1.5 “Assume” 2 Sec |
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| February 19, 2021 |
EX-2.1 2 tm216920d2ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among REGAL BELOIT CORPORATION PHOENIX 2021, INC. REXNORD CORPORATION AND LAND NEWCO, INC. Dated as of February 15, 2021 TABLE OF CONTENTS PAGE ARTICLE I DESCRIPTION OF TRANSACTION 2 1.1 The Merger 2 1.2 Effects of the Merger 2 1.3 Closing; Effective Time 2 1.4 Certificate of Incorporation and Bylaw |
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| February 19, 2021 |
EX-2.2 3 tm216920d2ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG REXNORD CORPORATION, LAND NEWCO, INC. AND REGAL BELOIT CORPORATION DATED AS OF FEBRUARY 15, 2021 Table of Contents Article I DEFINITIONS 2 Section 1.1 General 2 Article II THE SEPARATION 28 Section 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 28 Section 2.2 |
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| February 19, 2021 |
EX-10.4 7 tm216920d2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version INTELLECTUAL PROPERTY MATTERS AGREEMENT This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of February 15, 2021 (the “Execution Date”), by and among Rexnord Corporation, a Delaware corporation (“Remainco”), Land Newco, Inc., a Delaware corporation and wholly owned indirect Subsidiary of Remai |
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| February 19, 2021 |
EX-10.5 8 tm216920d2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH CREDIT SUISSE LOAN FUNDING LLC Eleven Madison Avenue New York, New York 10010 CONFIDENTIAL February 14, 2021 Rexnord Corporation 511 Freshwater Way Milwaukee, WI 53204 Attention: Mark Peterson Senior Vice President and Chief Financial Officer Rexnord Corporation Financing Commitment L |
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| February 16, 2021 |
EX-99.2 3 ex992123120earningscalls.htm EX-99.2 4Q CY20 DECEMBER QUARTER FINANCIAL RESULTS February 16, 2021 Rexnord Corporation 2 CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT Forward-Looking Statements This presentation and discussion contains certain “forward-looking statements” that are subject to the Safe Harbor and Cautionary language contained in the press release w |
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| February 16, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 16, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organizatio |
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| February 16, 2021 |
List of Subsidiaries of the Company EX-21.1 2 ex211listofsubsidiaries123.htm EX-21.1 Exhibit 21.1 Rexnord Corporation List of Subsidiaries Name Place of Incorporation Cambridge International, Inc. Delaware Chase Acquisition I, Inc. Delaware Hadrian Inc. Delaware Just Manufacturing LLC Delaware Merit Gear LLC Delaware RBS Global, Inc Delaware Rexnord LLC Delaware The Falk Service Corporation Delaware Precision Gear LLC Delaware PT Co |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 16, 2021 REXNORD CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35475 20-5197013 (State or Other Jurisdiction of Incorporation or Organizatio |
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| February 16, 2021 |
Exhibit 99.1 Press Release February 16, 2021 Contact Information: For Immediate Release Rob McCarthy Vice President - Investor Relations 414.223.1615 Rexnord Reports December Quarter 2020 Financial Results Call scheduled for Tuesday, February 16, 2021 at 11:00 a.m. Eastern Time MILWAUKEE, WI (USA) - Rexnord Corporation (NYSE:RXN) December Quarter Highlights •Net sales were $490 million compared wi |
