HAYW 8-K: Credit Agreement Amended, Maturity Pushed to 2028

Rhea-AI Filing Summary

Hayward Holdings, Inc. (NYSE: HAYW) filed a Form 8-K announcing that on June 18, 2025 several wholly owned subsidiaries executed Amendment No. 5 to the company’s Asset-Based Lending (ABL) Credit Agreement, originally dated August 4, 2017, with Bank of America, N.A. acting as administrative and collateral agent.

Key amendments

• Maturity extension: The revolving credit facility now matures on February 25, 2028, providing an additional funding runway.
• Cost relief: The amendment removes the 10 basis-point credit spread adjustment that previously applied to Secured Overnight Financing Rate (SOFR) borrowings, potentially lowering interest expense on future draws.
• Facility structure: The first-in, last-out (FILO) sub-facility has been eliminated, simplifying the overall capital structure.

The full text of Amendment No. 5 is filed as Exhibit 10.1, with certain schedules omitted pursuant to Regulation S-K Item 601(a)(5). No financial statements were included in this report.

Investor takeaway: Extending the ABL maturity and removing the SOFR spread may enhance liquidity and reduce borrowing costs, although the elimination of the FILO sub-facility could modestly reduce borrowing flexibility.

Positive

• Maturity extended to February 25, 2028, lowering near-term refinancing risk.
• Removal of 10 bps SOFR credit spread reduces interest expense on borrowings.

Negative

• Elimination of the FILO sub-facility could reduce borrowing flexibility if liquidity needs rise.

Insights

Financial Analyst

TL;DR: Extension to 2028 and lower SOFR spread slightly improve Hayward’s liquidity profile; FILO removal a minor trade-off.

The five-year maturity extension secures committed revolving credit through early 2028, a meaningful positive for liquidity planning in a cyclical pool-equipment market. Eliminating the 10 bp spread on SOFR borrowings directly lowers the cost of drawn funds. While the removal of the FILO tranche may trim absolute borrowing capacity or structural seniority options, the filing does not disclose any reduction in total commitments, limiting concern. Overall, the amendment incrementally strengthens the capital structure without introducing new covenants or restrictions.

Risk Analyst

TL;DR: Credit agreement amendments reduce pricing risk but slightly narrow structural flexibility; net impact positive.

From a risk perspective, pushing the maturity to 2028 materially lowers near-term refinancing risk. The pricing adjustment removal lowers exposure to rising SOFR spreads. However, eliminating the FILO sub-facility might limit priority-secured borrowing in a downturn, but the filing offers no evidence of reduced overall availability. Absent new negative covenants, the amendment modestly improves Hayward’s credit risk profile.

FALSE000183462200018346222025-06-182025-06-18

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): June 18, 2025

Hayward Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40208

82-2060643

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1415 Vantage Park Drive

Suite 400 Charlotte, NC 28203

(Address of principal executive offices, including zip code)

(704) 837-8002

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

HAYW

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 5 to ABL Credit Agreement

On June 18, 2025, Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), Hayward Industries, Inc., a New Jersey corporation (the “US Borrower”) and a wholly owned subsidiary of Hayward Holdings, Inc., a Delaware corporation (the “Company”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), Hayward Ibérica, S.L.U., a Spanish private limited liability corporation (Sociedad Limitada Unipersonal), and certain wholly owned subsidiaries of the US Borrower party thereto, each a wholly owned indirect subsidiary of the Company, entered into an amendment No. 5 to the ABL Credit Agreement (as defined below) (the “Fifth Amendment”), with Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions and lenders party thereto, which amended the ABL credit agreement, originally dated as of August 4, 2017, by and among the US Borrower, the Canadian Borrower, Holdings, certain wholly owned subsidiaries of the US Borrower party thereto from time to time, Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions party thereto from time to time (as amended prior to June 18, 2025, the “ABL Credit Agreement”). The Fifth Amendment provides for, among other things, an extension of the maturity date of the revolving facility under the ABL Credit Agreement to February 25, 2028, the removal of the 10 basis points credit spread adjustment previously applicable to Secured Overnight Financing Rate borrowings, and the removal of the first-in, last-out subfacility.

The foregoing summary of the Fifth Amendment is subject to, and qualified in its entirety by, the full text of the Fifth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1*						Amendment No. 5 to ABL Credit Agreement, dated June 18, 2025, by and among Hayward Industries, Inc., as holdings, Hayward Intermediate, Inc., Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., and Hayward Ibérica, S.L.U., as borrowers, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders and issuing banks party thereto.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 10.1)

* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted. We hereby agree to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.

SIGNATURE

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.

			HAYWARD HOLDINGS, INC.
Date: June 20, 2025			By:			/s/ Eifion Jones
						Eifion Jones
						Senior Vice President and Chief Financial Officer

FAQ

What did Hayward Holdings (HAYW) announce in its June 18, 2025 Form 8-K?

The company executed Amendment No. 5 to its ABL Credit Agreement, extending maturity, cutting a 10 bp SOFR spread, and removing the FILO sub-facility.

How long is Hayward’s ABL facility now committed?

The revolving facility’s maturity was extended to February 25, 2028.

Will the amendment affect Hayward’s borrowing costs?

Yes. Eliminating the 10 basis-point credit spread adjustment on SOFR borrowings should modestly reduce interest expense.

Did the amendment change Hayward’s total borrowing capacity?

The filing does not disclose any change to overall commitments; it only notes removal of the FILO sub-facility.

Where can investors find the full text of Amendment No. 5?

It is filed as Exhibit 10.1 to the Form 8-K; certain schedules are omitted but available on SEC request.