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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”).
Forward-Looking Statements
This communication contains certain “forward-looking statements” including statements regarding the anticipated timing and benefits of the Transaction, including statements regarding Zurn’s expectations, hopes, beliefs, intentions or
strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may
identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements are based on our current expectations and beliefs, but there can be no assurance
that these will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. These factors include, among others: the inability to complete the Transaction, including due to the failure to receive required Zurn shareholder approvals or the failure of
other closing conditions; the inability to recognize the anticipated benefits of the proposed Transaction, including the forecasted cost synergies; and costs related to the proposed Transaction. Except as required by law, we do not undertake
any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
Certain of the financial measures included in this Presentation, including Net debt leverage and Adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles, or “GAAP”, and constitute “non-GAAP
financial measures” as defined by the rules of the Securities and Exchange Commission (the “SEC”). Net debt leverage is computed as the ratio of total debt less cash to Adjusted EBITDA and is used by management and investors as a measure
of our financial strength and ability to incur incremental indebtedness when making key investment decisions and evaluating us against peers. “Adjusted EBITDA” is the term we use to describe EBITDA as defined and adjusted in our credit
agreement, and EBITDA represents earnings from continuing operations before interest and other debt related activities, taxes, depreciation and amortization. We believe that these financial measures are appropriate to enhance an overall
understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial
information calculated in accordance with GAAP. See Zurn’s SEC filings, including its Current Report on Form 8-K filed February 1, 2022, for a description of these non-GAAP financial measures and a reconciliation of the historic measures to
Zurn’s most comparable GAAP financial measures. Note however, that to the extent forward looking non-GAAP financial measures are provided, they are not reconciled to comparable forward-looking GAAP measures due to the inherent
difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.
Additional Information
In connection with the Transaction, Zurn intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include a proxy statement/prospectus relating to the Transaction. SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. A definitive proxy
statement will be sent to stockholders of Zurn seeking approval of the issuance of the Purchaser Shares in connection with the Transaction. The documents relating to the Transaction (when they are available) can be obtained free of charge
from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge by contacting us at 855-480-5050.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder. Zurn, Elkay and their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of
proxies from Zurn’s stockholders in connection with the Transaction. Information regarding the names and interests in the proposed transaction of Zurn’s directors and officers is contained Zurn’s filings with the SEC. Additional information
regarding the interests of potential participants in the solicitation process will also be included in the proxy statement/prospectus relating to the Transaction and other relevant documents when they are filed with the SEC.
Cautionary Statements
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