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Waters 8-K Report, Regulation FD Disclosure (Jul 14, 2025)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed July 14, 2025
Period End
July 14, 2025
Security
WAT
In the record · 2016–202610-K1210-Q338-K109

WAT filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 109 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’16May ’16
  2. Material agreement8-K · Sep ’19Sep ’19
  3. Leadership change8-K · Dec ’22Dec ’22
  4. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed July 14, 2025. Cited figures are marked; the original filing is the authoritative source.

On July 14, 2025, Waters Corporation (NYSE: WAT) announced a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction valued at approximately $17.5 billiona.

BD's Biosciences & Diagnostic Solutions business will be spun off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters. Upon closing, BD shareholders are expected to own approximately 39.2% of the combined company and existing Waters shareholders approximately 60.8%. BD will receive a cash distribution of approximately $4 billionb, and Waters is expected to assume approximately $4 billion of incremental debt, resulting in a net-debt-to-adjusted EBITDA leverage ratio of 2.3x at closing.

The transaction has been unanimously approved by both boards and is expected to close around the end of the first quarter of calendar 2026, subject to regulatory approvals, Waters shareholder approval, and other customary conditions. The companies project pro forma calendar 2025 sales of approximately $6.5 billionc and adjusted EBITDA of approximately $2.0 billion, and expect the combination to be accretive to adjusted EPS in the first year. Management anticipates approximately $345 million of annualized EBITDA synergies by 2030, including $200 million of cost synergies by year three and $290 million of revenue synergies by year five.

The combined company is projected to reach approximately $9 billiond in revenue, $3.3 billion in adjusted EBITDA and a 32% adjusted operating margin by 2030, with mid-to-high single-digit revenue growth and mid-teens annualized adjusted EPS growth expected from 2025 to 2030. The filing is a Regulation FD disclosure furnishing the press release and investor presentation for the announcement, with a joint conference call held at 8:00 a.m. ET on July 14, 2025.

The combined company will keep the Waters name and NYSE listing under WAT, headquartered in Milford, Massachusetts, with Udit Batra leading the new entity. Investors should note that the filing carries extensive forward-looking statement cautions, including risks around regulatory approvals, stockholder litigation, synergy realization and integration.

02—Key points

Key Highlights

  1. Transaction valued at approximately $17.5 billion, structured as a tax-efficient Reverse Morris Trust, unanimously approved by both Waters and BD boards
  2. Pro forma ownership: approximately 60.8% for existing Waters shareholders and 39.2% for BD shareholders
  3. Pro forma expected 2025 sales of approximately $6.5 billion and adjusted EBITDA of approximately $2.0 billion; transaction expected to be accretive to adjusted EPS in year one
  4. Expected synergies of approximately $345 million annualized EBITDA by 2030, including $200 million cost synergies by year three and $290 million revenue synergies by year five
  5. Financing: BD to receive approximately $4 billion cash distribution; Waters to assume approximately $4 billion of incremental debt, implying 2.3x net-debt-to-adjusted EBITDA at closing
  6. 2030 targets of approximately $9 billion revenue, $3.3 billion adjusted EBITDA and 32% adjusted operating margin, with mid-teens annualized adjusted EPS growth expected 2025 to 2030
  7. Expected closing around the end of the first quarter of calendar 2026, subject to regulatory approvals and Waters shareholder approval

03—Questions

Frequently Asked Questions

  1. What is the structure of the proposed transaction?

    BD's Biosciences & Diagnostic Solutions business will be spun off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters in a Reverse Morris Trust transaction valued at approximately $17.5 billion. The transaction is expected to be generally tax-free for U.S. federal income tax purposes to BD and BD shareholders.

  2. How will ownership of the combined company be split?

    Existing Waters shareholders are expected to own approximately 60.8% of the combined company, and BD shareholders approximately 39.2%, subject to certain potential adjustments.

  3. What synergies and financial benefits does management expect?

    Management expects approximately $345 million of annualized EBITDA synergies by 2030, comprising $200 million of cost synergies by year three and $290 million of revenue synergies by year five. The transaction is expected to be accretive to adjusted EPS in the first year post-closing.

  4. How will the transaction be financed and how leveraged will the combined company be?

    BD will receive a cash distribution of approximately $4 billion, and Waters is expected to assume approximately $4 billion of incremental debt, resulting in a net-debt-to-adjusted EBITDA leverage ratio of 2.3x at closing for the combined company.

  5. What conditions must be met before the transaction closes?

    Closing is subject to receipt of required regulatory approvals, Waters shareholder approval, and other customary closing conditions. The transaction is expected to close around the end of the first quarter of calendar year 2026.

04—Continue

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