ITT Inc. Reports Material Agreement, New Debt, Officer Compensation

TL;DR

**ITT Inc. just took on new debt and made big deals, watch for financial impacts.**

AI Summary

ITT Inc. filed an 8-K on January 19, 2024, reporting several key events that occurred on January 12, 2024. These include entering into a material definitive agreement, creating a direct financial obligation, and making compensatory arrangements for certain officers. This matters to investors because these actions could impact the company's financial health, future obligations, and executive compensation structure, potentially affecting profitability and shareholder value.

Why It Matters

These events signal changes in ITT Inc.'s financial commitments and executive incentives, which can influence the company's operational strategy and long-term performance.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and material agreements, which inherently carry a medium level of risk due to potential future liabilities or changes in operational focus.

Analyst Insight

Investors should investigate the specifics of the 'Material Definitive Agreement' and the 'Direct Financial Obligation' once more details are released to understand their potential impact on ITT Inc.'s balance sheet and future earnings. Additionally, understanding the 'Compensatory Arrangements' for officers could shed light on executive incentives.

Key Players & Entities

• ITT INC. (company) — the registrant filing the 8-K
• January 12, 2024 (date) — date of the earliest event reported
• January 19, 2024 (date) — date the 8-K was filed
• 0000216228 (company) — Central Index Key (CIK) for ITT INC.
• 001-05672 (company) — Commission File Number for ITT INC.

FAQ

Key Financial Figures

• $1 — ch registered Common Stock, par value $1 per share ITT New York Stock Exchange

Filing Documents

• itt-20240112.htm (8-K) — 40KB
• exhibit101-facilityagreeme.htm (EX-10.1) — 1315KB
• exhibit991-directorappoint.htm (EX-99.1) — 9KB
• exhibit992-svanehojacquisi.htm (EX-99.2) — 7KB
• image_01a.jpg (GRAPHIC) — 10KB
• image_0a.jpg (GRAPHIC) — 0KB
• image_0b.jpg (GRAPHIC) — 10KB
• image_1a.jpg (GRAPHIC) — 2KB
• image_2a.jpg (GRAPHIC) — 1KB
• image_3a.jpg (GRAPHIC) — 3KB
• 0000216228-24-000011.txt ( ) — 1740KB
• itt-20240112.xsd (EX-101.SCH) — 2KB
• itt-20240112_def.xml (EX-101.DEF) — 14KB
• itt-20240112_lab.xml (EX-101.LAB) — 29KB
• itt-20240112_pre.xml (EX-101.PRE) — 15KB
• itt-20240112_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 12, 2024, ITT Italia S.r.l. ("ITT Italia"), an indirect wholly owned subsidiary of ITT Inc. (the "Company"), entered into a facility agreement (the "ITT Italia Credit Agreement"), among the Company, as a guarantor, ITT Italia, as borrower, and BNP Paribas, Italian Branch, as bookrunner, sole underwriter and global coordinator, mandated lead arranger and agent. The ITT Italia Credit Agreement has a maturity of three years and provided for a term loan commitment of up to 300.0 million, 275 million of which commitment has been borrowed to finance the Company's previously announced acquisition of Svanehj Group A/S referenced under Item 8.01 below and the remaining 25.0 million of which has been cancelled. The ITT Italia Credit Agreement contains customary affirmative and negative covenants for a facility of this type that, among other things, limit or restrict the ability of ITT and ITT Italia to incur additional debt, create certain liens, merge or consolidate with another person, sell, transfer, lease or otherwise dispose of assets, or liquidate or dissolve. Additionally, the ITT Italia Credit Agreement requires us not to permit the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter. The interest rate per annum on the ITT Italia Credit Agreement is based on the EURIBOR rate for Euros, plus a ratings based margin ranging from 0.80% to 1.50%. The foregoing description of the ITT Italia Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the ITT Italia Credit Agreement, a copy of which is attached hereto and filed as Exhibit

01 Other Events

Item 8.01 Other Events. On January 19, 2024, the previously announced acquisition of Svanehj Group A/S was completed. A copy of the press release announcing this transaction and the completion of financing described under Item 1.01 above is attached to this Current Report as Exhibit 99.2 and incorporated by reference solely for purposes of this item 8.01 disclosure.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Credit Agreement, dated as of January 12, 2024, among ITT Inc., ITT Italia S.r.l., and the other parties signatory thereto 99.1 Press Release issued by ITT Inc., dated January 17, 2024 99.2 Press Release issued by ITT Inc., dated January 19, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ITT Inc. (Registrant) January 19, 2024 By: /s/ Lori B. Marino Name: Lori B. Marino Title: Senior Vice President, General Counsel and Corporate Secretary (Authorized Officer of Registrant)

View Full Filing

View this 8-K filing on SEC EDGAR