ITT Inc. Enters Material Definitive Agreement
Ticker: ITT · Form: 8-K · Filed: Sep 12, 2024 · CIK: 216228
| Field | Detail |
|---|---|
| Company | Itt INC. (ITT) |
| Form Type | 8-K |
| Filed Date | Sep 12, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $1, $464 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation
TL;DR
ITT Inc. just signed a big deal, creating a new financial obligation.
AI Summary
On September 12, 2024, ITT Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Specific details regarding the nature of the agreement and the financial obligation are not fully disclosed in the provided text.
Why It Matters
This filing signals a significant financial commitment or arrangement for ITT Inc., which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The creation of a new financial obligation, without immediate details on its terms or impact, introduces a degree of uncertainty.
Key Players & Entities
- ITT INC. (company) — Registrant
- September 12, 2024 (date) — Date of Report
FAQ
What is the nature of the Material Definitive Agreement ITT Inc. entered into?
The filing states that ITT Inc. entered into a Material Definitive Agreement, but the specific details of the agreement are not provided in the excerpt.
What type of financial obligation was created for ITT Inc.?
The filing indicates the creation of a 'Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' for the registrant.
When was this agreement reported?
The agreement was reported on September 12, 2024.
What is ITT Inc.'s standard industrial classification?
ITT Inc.'s standard industrial classification is PUMPS & PUMPING EQUIPMENT [3561].
Where is ITT Inc.'s principal executive office located?
ITT Inc.'s principal executive office is located at 100 Washington Boulevard, 6th Floor, Stamford, CT 06902.
Filing Stats: 854 words · 3 min read · ~3 pages · Grade level 9.9 · Accepted 2024-09-12 16:44:12
Key Financial Figures
- $1 — ch registered Common Stock, par value $1 per share ITT New York Stock Exchange
- $464 m — e years and provides for a term loan of $464 million, which has been borrowed to finan
Filing Documents
- itt-20240912.htm (8-K) — 37KB
- exhibit101-creditagreement.htm (EX-10.1) — 848KB
- ex991-ksariaclosepr_vfx091.htm (EX-99.1) — 6KB
- image_0.jpg (GRAPHIC) — 10KB
- 0000216228-24-000064.txt ( ) — 1196KB
- itt-20240912.xsd (EX-101.SCH) — 2KB
- itt-20240912_def.xml (EX-101.DEF) — 14KB
- itt-20240912_lab.xml (EX-101.LAB) — 26KB
- itt-20240912_pre.xml (EX-101.PRE) — 15KB
- itt-20240912_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 12, 2024, ITT Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") among the Company, as borrower, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner. The Credit Agreement has a maturity of three years and provides for a term loan of $464 million, which has been borrowed to finance the Company's previously announced acquisition of kSARIA Parent, Inc. referenced under Item 8.01 below. Borrowings under the Credit Agreement will bear interest at an annual rate equal to, at the Company's option, either (i) Term SOFR (subject to a 0.10% "credit spread adjustment") plus a margin ranging from 0.875% to 1.500%, or (ii) an alternate base rate plus a margin ranging from 0.000% to 0.500%, with the applicable margin determined by reference to the Company's debt ratings set forth in the Credit Agreement. The loans under the Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions. The 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 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 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 foregoing description of the Credit Agreement does not purport
01 Other Events
Item 8.01 Other Events. On September 12, 2024, the previously announced acquisition of kSARIA Parent, Inc. 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 99.1 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 September 12, 2024, among ITT Inc., U.S. Bank National Association, and the other parties signatory thereto 99.1 Press Release issued by ITT Inc., dated September 12, 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) September 12, 2024 By: /s/ Lori B. Marino Name: Lori B. Marino Title: Senior Vice President, General Counsel and Corporate Secretary (Authorized Officer of Registrant)