01—Abstract
Summary
Summary of the 8-K filed May 29, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 22, 2025, Waters Corporation and certain subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement amending its Amended and Restated Credit Agreement dated September 17, 2021 (amended March 3, 2023), with JPMorgan Chase Bank, N.A. as administrative agent.
Under the amendment, the company removed its existing term loan facility of up to $200 milliona and retained its senior unsecured revolving credit facility of up to $1.8 billion. The revolving facility will mature on May 22, 2030, with a possible one-year extension subject to lender discretion. The company may also request up to $750 million in additional incremental revolving or term loan commitments, provided total commitments under the agreement do not exceed $2.55 billion at any time.
Borrowings bear interest at Term SOFR plus 80 to 112.5 basis points, or an alternate base rate plus 0 to 12.5 basis points, based on leverage or public debt ratings. A facility fee of 7.5 to 22.5 basis points per annum applies, and borrowings can be prepaid without premium or penalty. The agreement includes a maximum leverage ratio covenant of 3.50 to 1.00, which may be increased to 4.25 to 1.00 following a material acquisition involving at least $500 millionb in cash consideration.
The filing also reports the same information under Item 2.03 as a direct financial obligation. The full agreement is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Waters Corporation amended its credit agreement on May 22, 2025, with JPMorgan Chase Bank, N.A. as administrative agent.
- The company removed its existing term loan facility of up to $200 million.
- The senior unsecured revolving credit facility of up to $1.8 billion was retained and will mature on May 22, 2030.
- Total commitments, including incremental amounts, may not exceed $2.55 billion, with up to $750 million in additional commitments available by request.
- Pricing is Term SOFR plus 80 to 112.5 basis points, or an alternate base rate plus 0 to 12.5 basis points, based on leverage or public debt ratings.
- The maximum leverage ratio covenant is 3.50 to 1.00, increasing to 4.25 to 1.00 after a material acquisition with at least $500 million in cash consideration.
- The facility may be used for general corporate purposes, including debt repayment, acquisitions, equity repurchases and working capital.
03—Questions
Frequently Asked Questions
What changed in Waters Corporation's credit facilities?
The company removed its existing $200 million term loan facility and retained its $1.8 billion senior unsecured revolving credit facility, which was amended and restated on May 22, 2025.
When does the revolving credit facility mature?
The revolving facility matures on May 22, 2030, and the company may request a one-year extension, which each lender may agree to in its discretion.
How much can Waters borrow in total under the amended agreement?
Waters may request up to $750 million in additional incremental revolving or term loan commitments, provided total commitments do not exceed $2.55 billion at any time. Up to $50 million of the revolving facility is available for letters of credit.
What are the borrowing costs and covenants?
Borrowings accrue interest at Term SOFR plus 80 to 112.5 basis points or an alternate base rate plus 0 to 12.5 basis points, and a facility fee of 7.5 to 22.5 basis points per annum applies. The agreement requires a leverage ratio not exceeding 3.50 to 1.00, which may rise to 4.25 to 1.00 after a material cash acquisition of $500 million or more.
04—Continue