| 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.
