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Waters 8-K Report, Material Agreement (Jul 14, 2025)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed July 14, 2025
Period End
July 13, 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 13, 2025, Waters Corporation entered into definitive agreements with Becton, Dickinson and Company (BD), Augusta SpinCo Corporation (a wholly owned BD subsidiary), and Beta Merger Sub, Inc. for a Reverse Morris Trust transaction.

BD's Biosciences and Diagnostic Solutions business will be transferred to SpinCo, distributed to BD shareholders in a pro rata spin-off, and then merged into a Waters subsidiary. Former SpinCo shareholders will receive Waters common stock, with Waters shareholders owning approximately 60.8%a and former SpinCo shareholders approximately 39.2% of the combined company on a fully diluted basis. Both boards unanimously approved the transaction.

Before the merger, SpinCo will make a $4.0 billionb cash payment to BD, subject to adjustments, funded by a 364-day bridge facility that is expected to be replaced by permanent financing. Waters has also obtained a $1.8 billion 364-day bridge commitment to fund, in part, a possible Waters special dividend and transaction fees. The exchange ratio may be increased to ensure former SpinCo shareholders own at least 50.5% for tax purposes, which could trigger a special dividend or a reduction in the cash payment.

Closing is subject to conditions including Waters shareholder approval, SEC registration statement effectiveness, IRS private letter ruling, tax opinions, and regulatory approvals. The Merger Agreement may be terminated if the merger is not completed by July 13, 2026, subject to extension for pending regulatory approvals, and requires Waters to pay BD a $733 millionc termination fee under certain circumstances.

02—Key points

Key Highlights

  1. Reverse Morris Trust: BD's Biosciences and Diagnostic Solutions business will be spun off and merged into Waters, with SpinCo becoming a wholly owned Waters subsidiary.
  2. Ownership split: Waters shareholders will own approximately 60.8% and former SpinCo shareholders approximately 39.2% of Waters common stock on a fully diluted basis.
  3. Cash payment: SpinCo will pay BD $4.0 billion before the distribution, subject to adjustment and possible reduction.
  4. Financing: SpinCo has a 364-day bridge facility for the cash payment, and Waters has a $1.8 billion bridge commitment for a possible special dividend and fees.
  5. Tax protection: the exchange ratio may be adjusted so former SpinCo shareholders own at least 50.5% for tax purposes, which could trigger a Waters special dividend or lower the cash payment.
  6. Closing conditions: include Waters shareholder approval, S-4 and Form 10 effectiveness, an IRS private letter ruling, tax opinions, and regulatory approvals.
  7. Termination: the agreement may be terminated if not closed by July 13, 2026 (subject to extension), and Waters would owe BD a $733 million fee in certain circumstances.

03—Questions

Frequently Asked Questions

  1. What is the Reverse Morris Trust transaction?

    BD will transfer its Biosciences and Diagnostic Solutions business to SpinCo and distribute SpinCo shares to BD shareholders. SpinCo will then merge with a Waters merger subsidiary and become a wholly owned Waters subsidiary, with SpinCo shareholders receiving Waters common stock.

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

    Waters shareholders immediately before the merger will own approximately 60.8%, and former SpinCo shareholders will own approximately 39.2%, on a fully diluted basis. The exchange ratio may be increased to ensure former SpinCo shareholders own at least 50.5% for tax purposes.

  3. How is the transaction being financed?

    SpinCo will make a $4.0 billion cash payment to BD, funded by a 364-day bridge facility expected to be replaced by permanent financing. Waters has a $1.8 billion 364-day bridge commitment to fund, in part, a possible Waters special dividend and transaction fees.

  4. What could prevent the transaction from closing?

    Closing requires Waters shareholder approval, effectiveness of SEC registration statements, an IRS private letter ruling, tax opinions, U.S. and international regulatory approvals, and NYSE listing approval. The merger agreement can be terminated if it is not completed by July 13, 2026, subject to extension for pending regulatory approvals.

  5. What fee would Waters pay if the deal ends?

    Waters must pay BD a termination fee of $733 million if the Merger Agreement is terminated under certain circumstances.

04—Continue

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