WATERS CORP /DE/ 8-K

What Happened

• On March 23, 2026, Augusta SpinCo Corporation (a Waters Corp subsidiary) completed a public offering of $3.5 billion aggregate principal amount of senior notes, issued under an indenture with U.S. Bank Trust Company as trustee. The notes consist of five series: $650M 4.321% due 2027; $600M 4.398% due 2029; $750M 4.656% due 2031; $750M 4.945% due 2033; and $750M 5.245% due 2036. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Waters Corporation and certain of its subsidiaries. The offering was underwritten by a syndicate led by Barclays, Citi, J.P. Morgan, BofA and HSBC.

Key Details

• Total issued: $3.5 billion across five tranches (rates and maturities listed above).
• Purpose: Net proceeds, together with cash on hand, will be used to repay $3.5 billion of indebtedness outstanding under a delayed draw term loan incurred by the Issuer in February 2026.
• Covenants and terms: Indenture includes customary covenants and events of default and limits on creating certain liens, certain sale-leaseback transactions, and sets conditions for mergers or consolidations. Issuer may redeem any series (except the 2027 notes) per indenture terms.
• Change-of-control: If certain change-of-control events occur, holders can require repurchase at 101% of principal plus accrued interest. The offering was conducted under an underwriting agreement dated March 17, 2026.

Why It Matters

• This filing creates a significant new direct financial obligation for Waters (through its subsidiary) and replaces the February 2026 delayed draw term loan with longer-term public debt. Investors should note the increase in publicly traded senior debt, the interest rates and staggered maturities (2027–2036), the guarantees by Waters and certain subsidiaries, and the covenants that could affect the company’s financing flexibility. The notes’ terms (redemption rights and change-of-control repurchase) are standard but relevant for assessing credit and refinancing risk.