Waters (NYSE: WAT) subsidiary sells $3.5B in new senior notes

Rhea-AI Filing Summary

Waters Corporation’s subsidiary Augusta SpinCo Corporation completed a $3.5 billion public offering of senior unsecured notes across five tranches maturing between 2027 and 2036, with coupon rates ranging from 4.321% to 5.245%.

The notes are fully and unconditionally guaranteed on a senior unsecured basis by Waters Corporation and certain subsidiaries that also guarantee existing credit facilities. Waters intends to use the net proceeds, together with cash on hand, to repay $3.5 billion of indebtedness outstanding under a delayed draw term loan incurred in February 2026, effectively refinancing that borrowing with longer-term bond debt.

Insights

Capital structure analyst

Waters refinances a large term loan with $3.5B of long‑dated notes.

Augusta SpinCo, a Waters subsidiary, issued $3.5 billion of senior unsecured notes in five maturities from 2027 to 2036, with coupons between 4.321% and 5.245%. Waters and certain subsidiaries fully guarantee the notes on a senior unsecured basis.

The company plans to use the net proceeds plus cash on hand to repay $3.5 billion outstanding under a delayed draw term loan incurred in February 2026, shifting debt from loan financing to the bond market. Indenture covenants limit new liens and sale‑leasebacks and set conditions for mergers and consolidations.

Investors may focus on the new maturity ladder and fixed coupon levels versus the repaid term loan. The change‑of‑control provisions, including a 101% repurchase right for noteholders after certain events, and optional redemption terms for most series may influence Waters’ future capital structure decisions and refinancing flexibility.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

WATERS CORP /DE/ false 0001000697 0001000697 2026-03-23 2026-03-23

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): March 23, 2026

Waters Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-14010		13-3668640
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

34 Maple Street

Milford, Massachusetts 01757

(Address of Principal Executive Offices) (Zip Code)

(508) 478-2000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 $0.01 per share		WAT		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.

On March 23, 2026, Augusta SpinCo Corporation (the “Issuer”), a subsidiary of Waters Corporation (the “Company”), completed the public offering (the “Offering”) of $3.5 billion aggregate principal amount of senior notes, consisting of (i) $650 million aggregate principal amount of 4.321% Senior Notes due 2027 (the “2027 Notes”), (ii) $600 million aggregate principal amount of 4.398% Senior Notes due 2029, (iii) $750 million aggregate principal amount of 4.656% Senior Notes due 2031, (iv) $750 million aggregate principal amount of 4.945% Senior Notes due 2033 and (v) $750 million aggregate principal amount of 5.245% Senior Notes due 2036 (collectively, the “Notes”). The obligations of the Issuer under the Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by the Company and certain subsidiaries of the Company, which also guarantee the Company’s existing credit facilities (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”).

The Notes and the Guarantees were issued pursuant to that certain Indenture, dated as of March 23, 2026 (the “Base Indenture”), by and among the Issuer, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of March 23, 2026 (the “First Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”), by and among the Issuer, the Guarantors and the Trustee. The Indenture contains certain covenants and restrictions, including covenants that (i) limit the Company’s and its subsidiaries’ ability to create or incur certain liens, (ii) limit the Company’s and its subsidiaries’ ability to enter into certain sale-leaseback transactions and (iii) require the Issuer and the Guarantors to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Issuer may redeem any series of Notes (other than the 2027 Notes) at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. If the Company experiences certain change of control triggering events, holders of the Notes may require the Issuer to repurchase all or part of their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

The Company intends to use the net proceeds from the Offering, together with cash on hand, to repay $3.5 billion of indebtedness outstanding under the delayed draw term loan incurred by the Issuer in February 2026.

The Offering was made pursuant to, and in accordance with the terms and subject to the conditions set forth in, a prospectus supplement, dated March 17, 2026, and filed with the Securities and Exchange Commission on March 19, 2026, and the prospectus dated March 16, 2026, filed as part of an effective shelf registration statement on Form S-3 (File No. 333-294314).

The foregoing descriptions of each of the Base Indenture, the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text thereof. Copies of the Base Indenture and the First Supplemental Indenture are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference. The forms of the Notes are attached as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

The Notes were sold pursuant to an underwriting agreement, dated March 17, 2026 (the “Underwriting Agreement”), among the Issuer, the Guarantors and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Issuer, the Guarantors and the Underwriters, as well as other customary provisions.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following documents are filed herewith unless otherwise indicated.

Exhibit Number		Description
1.1		Underwriting Agreement, dated March 17, 2026, among Augusta SpinCo Corporation, Waters Corporation, the subsidiary guarantors named therein and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein.
4.1		Indenture, dated as of March 23, 2026, by and among Augusta SpinCo Corporation, Waters Corporation and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of March 23, 2026, by and among Augusta SpinCo Corporation, Waters Corporation, the subsidiary guarantors named therein and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated as of March 23, 2026.
4.3		Form of 4.321% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2).
4.4		Form of 4.398% Senior Notes due 2029 (included as Exhibit B to Exhibit 4.2).
4.5		Form of 4.656% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2).
4.6		Form of 4.945% Senior Notes due 2033 (included as Exhibit D to Exhibit 4.2).
4.7		Form of 5.245% Senior Notes due 2036 (included as Exhibit E to Exhibit 4.2).
5.1		Opinion of Kirkland & Ellis LLP.
23.1		Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

2

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.

				WATERS CORPORATION
Date: March 23, 2026				By:		/s/ Amol Chaubal
				Name:		Amol Chaubal
				Title:		Senior Vice President and Chief Financial Officer

FAQ

What did Waters (WAT) announce about new debt financing in this 8-K?

Waters disclosed that subsidiary Augusta SpinCo issued $3.5 billion of senior unsecured notes. The notes are split into five tranches maturing between 2027 and 2036, with coupons from 4.321% to 5.245% and full guarantees from Waters and certain subsidiaries.

How will Waters (WAT) use the $3.5 billion senior notes proceeds?

Waters intends to use the net proceeds to repay $3.5 billion of an existing term loan. Together with cash on hand, the company plans to retire indebtedness outstanding under a delayed draw term loan incurred by Augusta SpinCo in February 2026.

What are the key terms of Augusta SpinCo’s new senior notes for Waters (WAT)?

The senior notes total $3.5 billion across five series with staggered maturities. Coupons range from 4.321% on notes due 2027 to 5.245% on notes due 2036, and the debt is senior unsecured with guarantees from Waters and certain subsidiary guarantors.

Do Waters (WAT) bondholders receive any protection in a change of control?

Yes, certain change of control events trigger a repurchase right at 101% of principal. If Waters experiences specified change of control triggering events, noteholders can require Augusta SpinCo to repurchase their notes, plus accrued and unpaid interest, on the repurchase date.

Can Augusta SpinCo redeem the new Waters (WAT) senior notes early?

Augusta SpinCo may optionally redeem any series of notes except the 2027 notes. Redemptions can occur in whole or in part, at specified redemption prices and on terms and conditions described in the Indenture governing the senior notes.

What covenants apply to the new Waters (WAT) senior notes?

The Indenture includes covenants limiting certain liens and sale‑leaseback transactions. It also requires Augusta SpinCo and the guarantors to meet specific conditions before merging or consolidating with another entity and provides for customary events of default and related remedies.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 234.0 KB
• EX-4.1 EX-4.1 408.1 KB
• EX-4.2 EX-4.2 340.5 KB
• EX-5.1 EX-5.1 23.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB