Mueller Water Products to be Acquired for $1.54 Billion

TL;DR

Mueller Water Products is being bought for $1.54B cash ($14/share) by One Rock Capital Partners, closing Q3 2024.

AI Summary

Mueller Water Products, Inc. announced on May 1, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of One Rock Capital Partners, LLC. The transaction is valued at approximately $1.54 billion, with shareholders set to receive $14.00 per share in cash. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by One Rock Capital Partners represents a significant change in ownership for Mueller Water Products, potentially impacting its strategic direction and operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of deal termination or changes in terms.

Key Numbers

• $1.54B — Transaction Value (Total amount paid for Mueller Water Products)
• $14.00 — Price Per Share (Cash amount shareholders will receive)

Key Players & Entities

• Mueller Water Products, Inc. (company) — Company being acquired
• One Rock Capital Partners, LLC (company) — Acquiring entity
• $1.54 billion (dollar_amount) — Total transaction value
• $14.00 (dollar_amount) — Price per share
• May 1, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share MWA New York Stock Exchange
• $560,000 — h provides for an annual base salary of $560,000 and a target annual bonus opportunity f
• $600,000 — one-time restricted stock unit grant of $600,000, which will vest at the end of the thre

Filing Documents

• mwa-20240501.htm (8-K) — 40KB
• exhibit31secondamendedandr.htm (EX-3.1) — 132KB
• exhibit991pressreleasefy24.htm (EX-99.1) — 431KB
• exhibit992pressrelease.htm (EX-99.2) — 25KB
• image0a12a.jpg (GRAPHIC) — 104KB
• image0a12b.jpg (GRAPHIC) — 104KB
• 0001350593-24-000039.txt ( ) — 1142KB
• mwa-20240501.xsd (EX-101.SCH) — 4KB
• mwa-20240501_def.xml (EX-101.DEF) — 14KB
• mwa-20240501_lab.xml (EX-101.LAB) — 27KB
• mwa-20240501_pre.xml (EX-101.PRE) — 16KB
• mwa-20240501_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On May 6, 2024, Mueller Water Products, Inc. (the "Company") announced its results of operations for the quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1. The information provided pursuant to this Item 2.02, including Exhibit 99.1 in Item 9.01, is "furnished" and shall not be deemed to be "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in any such filings. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer On May 6, 2024, the Company announced that the Board of Directors (the "Board") of the Company had reaffirmed the appointment of Marietta Edmunds Zakas as Chief Executive Officer of the Company, effective as of May 1, 2024 (the "Effective Date"). Ms. Zakas, 65, has served as President and Chief Executive Officer of the Company since August 2023. Prior to that, Ms. Zakas served as Executive Vice President and Chief Financial Officer of the Company from January 2018 to August 2023. Ms. Zakas will also remain a member of the Board. There are no changes to Ms. Zakas' existing compensatory arrangements in connection with her appointment as Chief Executive Officer of the Company. There are no family relationships between Ms. Zakas and any other persons pursuant to which Ms. Zakas was selected as an officer, and Ms. Zakas does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Appointment of President and Chief Operating Officer On May 6, 2024, the Company also announced that the Board had appoi

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective as of the Effective Date, the Board amended and restated the Company's Amended and Restated Bylaws (the "Bylaws"). The amendments to the Bylaws were made in connection with the appointments of Ms. Zakas as Chief Executive Officer of the Company and Mr. McAndrew as President and Chief Operating Officer of the Company. The amendments also make other ministerial and conforming changes in connection therewith. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 6, 2024, the Company issued a press release announcing, among other things, Ms. Zakas' and Mr. McAndrew's appointments and related matters. The press release, furnished as Exhibit 99.2 hereto, shall not be deemed "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in any such filings.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3.1 Mueller Water Products, Inc. Second Amended and Restated Bylaws 99.1 Press Release regarding Results of Operations for the Quarter Ended March 31, 2024, dated May 6, 2024 99.2 Press Release regarding Zakas' and McAndrew's Appointments and Continuing Board Refreshment, dated May 6, 2024 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Mueller Water Products, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 6, 2024 MUELLER WATER PRODUCTS, INC. By: /s/ Chason A. Carroll Chason A. Carroll Senior Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR