Waters SEC Filings

Waters Corporation is seeking shareholder approval to issue up to 60,737,462 shares of common stock in connection with its acquisition of BD’s Biosciences & Diagnostic Solutions business via a Reverse Morris Trust structure. BD will first separate the BDS Business into Augusta SpinCo Corporation, distribute SpinCo shares to BD shareholders, and then SpinCo will merge with a Waters subsidiary to become a wholly owned Waters subsidiary. Former SpinCo shareholders are expected initially to hold about 39.2% of Waters on a fully diluted basis, with a mechanism to increase their stake up to at least a 50.5% threshold if required to preserve intended U.S. tax-free treatment. SpinCo plans to incur up to $4.0 billion of debt to fund a cash distribution to BD, while Waters may incur up to $1.8 billion of bridge or long‑term financing and may pay a special dividend that adjusts with any Exchange Ratio increase.

Waters Corporation plans to issue up to 60,737,462 shares of common stock in connection with a Reverse Morris Trust acquisition of Becton, Dickinson’s Biosciences & Diagnostic Solutions business. BD will first contribute the business to Augusta SpinCo, distribute all SpinCo shares to BD shareholders, and then SpinCo will merge into a Waters subsidiary, making SpinCo a wholly owned Waters unit.

The structure is intended to be generally tax-free for BD and its shareholders, with BD holders owning more than 50.5% of Waters stock after the merger through an adjustable exchange ratio. SpinCo expects to raise up to $4.0 billion of debt to fund a $4.0 billion cash distribution to BD, and Waters may add up to $1.8 billion of new debt to fund a potential special dividend and transaction costs. A $733.0 million termination fee may be payable by Waters to BD in certain circumstances.

Waters Corporation outlines progress on its planned combination with Becton, Dickinson’s Biosciences and Diagnostic Solutions businesses. The company recently filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which will give Waters shareholders detailed information so they can vote on the proposed transaction. After the S-4 clears SEC review, is declared effective and updated with a special meeting date, Waters plans to mail the proxy statement/prospectus to all shareholders, including employees who own Waters stock.

The combination, structured with Augusta SpinCo Corporation as a wholly owned BD subsidiary, is targeted to close around the end of the first quarter of calendar year 2026, subject to required regulatory approvals, Waters shareholder approval and other customary closing conditions. The communication also highlights product milestones, including BD Diagnostic Solutions securing FDA 510(k) clearance and CE-IVDR certification for high-throughput enteric bacterial panels on the BD COR system, and Waters’ launch of the Xevo Charge Detection Mass Spectrometer to support development of next-generation biotherapeutics.

Waters Corporation has filed a Form S-4 and proxy statement/prospectus to register the issuance of up to 60,737,462 shares of its common stock in connection with a Reverse Morris Trust transaction with Becton, Dickinson and Company’s Biosciences & Diagnostic Solutions business (the BDS Business).

The deal is structured so BD first spins off Augusta SpinCo Corporation, which will hold the BDS Business, and then SpinCo will merge with a Waters subsidiary, making SpinCo a wholly owned Waters unit. Before any tax-driven adjustments, former SpinCo shareholders are expected to own about 39.2% of Waters on a fully diluted basis, with existing Waters shareholders owning about 60.8%, while BD shareholders continue to hold their BD shares.

SpinCo expects to incur up to $4.0 billion of debt to fund a cash distribution back to BD, and Waters may incur up to $1.8 billion of bridge or long-term debt, including to fund a potential Waters special dividend tied to exchange-ratio adjustments. The Boards of both companies unanimously back the transaction, which is intended to be generally tax-free under Sections 355 and 368(a) of the Code, subject to an IRS ruling and other conditions.

AllianceBernstein L.P. filed an amended Schedule 13G reporting a passive stake in Waters Corp (WAT). As of 09/30/2025, it reported 2,084,443 shares of beneficial ownership, representing 3.5% of the class, held on behalf of client discretionary investment advisory accounts.

The filing lists 2,007,603 shares with sole voting power, 0 with shared voting power, 2,082,202 with sole dispositive power, and 2,241 with shared dispositive power. AllianceBernstein certifies the holdings were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

Waters Corporation (WAT) director Christopher Kuebler exercised stock options for 3,761 shares at $130.35 on November 5, 2025. The issuer withheld 1,318 shares at $371.97 to cover the exercise price; this was not a sale. After the transactions, he directly owned 17,478 shares.

The exercised option was granted on January 4, 2017 and was set to expire on January 4, 2026, and now has zero remaining.

Waters Corporation reported Q3 results and detailed a pending combination with BD’s Biosciences & Diagnostic Solutions business. Q3 net sales were $799.9 million (up from $740.3 million), with net income of $148.9 million and diluted EPS of $2.50. For the nine months, net sales reached $2.233 billion and net income was $417.4 million.

The company agreed to a Reverse Morris Trust valued at $17.5 billion, where BD shareholders are expected to own 39.2% of the combined company and Waters shareholders 60.8%. SpinCo will make a $4 billion cash distribution to BD funded by new debt to be assumed by Waters; a $1.8 billion 364‑day bridge facility has been committed to support fees and dividends. A $733 million termination fee applies in specified cases, and closing is targeted around the end of Q1 2026, subject to approvals.

Liquidity and leverage remain central: cash and equivalents were $459.1 million, total debt $1.41 billion, and operating cash flow for the nine months was $488.0 million. Shares outstanding were 59,534,740 as of October 31, 2025.

Waters Corporation furnished an 8-K announcing results of operations for the quarter ended September 27, 2025, with a related press release provided as Exhibit 99.1. The materials in Item 2.02 are furnished and not deemed filed under the Exchange Act.

The company also referenced a proposed transaction among Waters, Augusta SpinCo Corporation and Becton, Dickinson and Company. In connection with this proposal, the parties intend to file a Form S-4 that will include a proxy statement/prospectus for Waters and a Form 10 for SpinCo, which will serve as an information statement/prospectus for SpinCo’s spin-off from BD. Waters noted this communication is not an offer to sell or solicit the purchase of securities, and that definitive proxy materials will be mailed to stockholders when available via the SEC’s website and company investor pages.

The Vanguard Group filed an amended Schedule 13G/A disclosing a passive stake in Waters Corp. Vanguard reported beneficial ownership of 7,656,891 common shares, representing 12.86% of the class as of 09/30/2025.

The filing lists 0 shares with sole voting power and 353,361 shares with shared voting power. Vanguard has sole dispositive power over 7,088,359 shares and shared dispositive power over 568,532 shares. Vanguard states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.