How much did BD shareholders receive in the transaction?

Record Date BD Shareholders received approximately 0.135343148384084 Waters common shares for each BD share held at the close of business on February 5, 2026, with cash in lieu of fractional shares. In total, Waters issued 38,541,851 shares of common stock, representing approximately 39.2% of the outstanding Waters shares on a fully diluted basis.

How is the $4.0 billion cash payment to BD being financed?

SpinCo borrowed $4.0 billion of unsecured term loans under a Term Loan Credit Agreement with Barclays Bank PLC as administrative agent on February 6, 2026. The loans consist of a $3.5 billion tranche due 364 days after funding and a $500.0 million tranche due on the second anniversary of funding. Waters guaranteed these obligations as of the closing date.

What financial covenants apply to the new term loans?

The Credit Agreement requires a leverage ratio not exceeding 3.50 to 1.00 at each fiscal quarter end, which may be increased to 4.25 to 1.00 at Waters' election after a material acquisition involving at least $500.0 million of cash consideration. It also requires an interest coverage ratio of at least 3.50 to 1.00 unless Waters obtains a specified public corporate rating.

Could Waters shareholders receive a special dividend?

The filing references the Form S-4 pro forma information, which states that if the exchange ratio is adjusted upward to preserve the tax-free treatment of the distribution, Waters may pay a special dividend of between $0.01 per share and approximately $4.0 billion, and the SpinCo cash distribution could be reduced by up to $2.3 billion. The filing states that this depends on the extent of overlap shareholders and the receipt of an IRS ruling.

WAT 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.

On February 9, 2026, Waters Corporation (NYSE: WAT) completed the previously announced combination with the Biosciences & Diagnostic Solutions business of Becton, Dickinson and Company (BD) through a spin-off and merger structured as a Reverse Morris Trust transaction.

BD shareholders received approximately 0.135 shares of Waters common stock for each BD share held at the February 5, 2026 record date. Upon closing, Waters issued 38,541,851 shares to Record Date BD Shareholders, who owned approximately 39.2% of Waters common stock on a fully diluted basis, while former Waters shareholders owned approximately 60.8%. Prior to the distribution, SpinCo paid BD a cash payment of $4.0 billion^a, funded by term loans borrowed on February 6, 2026.

Financing is a central element of the transaction. SpinCo borrowed $4.0 billion^b of unsecured term loans: a $3.5 billion tranche maturing 364 days after the funding date and a $500.0 million tranche maturing on the second anniversary. Waters guaranteed SpinCo's obligations under the Credit Agreement, and its subsidiaries that guarantee Waters' existing credit facility and senior guaranteed notes also guaranteed these obligations.

The credit agreement requires a maximum leverage ratio of 3.50 to 1.00 (which may be increased to 4.25 to 1.00 following a qualifying material acquisition) and an interest coverage ratio of at least 3.50 to 1.00 unless Waters obtains a specified public corporate rating. Borrowings bear interest at Term SOFR plus a margin of 87.5 to 135 basis points, based on Waters' public debt ratings. The filing also reports that Waters' Board increased its size from 10 to 11 members and appointed Claire M.

Fraser, Ph.D., as an independent director effective February 9, 2026. Waters announced the formation of four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences. The filing incorporates by reference pro forma financial information from Waters' Form S-4 registration statement, which contemplates a possible special dividend to Waters shareholders of up to approximately $4.0 billion^c if the exchange ratio is adjusted, depending on the extent of overlap shareholders and the IRS ruling.

02—Key points

Key Highlights

Closing of the combination with BD's Biosciences & Diagnostic Solutions businesses on February 9, 2026, via a spin-off followed by a merger (Reverse Morris Trust).
BD shareholders received approximately 0.135 Waters shares per BD share; Waters issued 38,541,851 shares, giving former BD holders about 39.2% and former Waters holders about 60.8% of the combined company on a fully diluted basis.
SpinCo paid BD a $4.0 billion cash distribution, funded by $4.0 billion of unsecured term loans borrowed February 6, 2026: $3.5 billion due 364 days after funding and $500.0 million due in two years.
Waters guaranteed the SpinCo term loan obligations, with its existing guarantor subsidiaries also guaranteeing them; the credit agreement carries a 3.50 to 1.00 maximum leverage ratio and a 3.50 to 1.00 minimum interest coverage ratio unless a specified public rating is obtained.
Borrowings bear interest at Term SOFR plus 87.5 to 135 basis points based on Waters' public debt ratings, with the Tranche 1 margin increasing by up to 25 basis points every 90 days.
Waters created four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences.
Claire M. Fraser, Ph.D., was appointed an independent director, expanding the Board to 11 members; her initial equity grant is valued at $229,166.

03—Questions

Frequently Asked Questions

How much did BD shareholders receive in the transaction?
Record Date BD Shareholders received approximately 0.135343148384084 Waters common shares for each BD share held at the close of business on February 5, 2026, with cash in lieu of fractional shares. In total, Waters issued 38,541,851 shares of common stock, representing approximately 39.2% of the outstanding Waters shares on a fully diluted basis.
How is the $4.0 billion cash payment to BD being financed?
SpinCo borrowed $4.0 billion of unsecured term loans under a Term Loan Credit Agreement with Barclays Bank PLC as administrative agent on February 6, 2026. The loans consist of a $3.5 billion tranche due 364 days after funding and a $500.0 million tranche due on the second anniversary of funding. Waters guaranteed these obligations as of the closing date.
What financial covenants apply to the new term loans?
The Credit Agreement requires a leverage ratio not exceeding 3.50 to 1.00 at each fiscal quarter end, which may be increased to 4.25 to 1.00 at Waters' election after a material acquisition involving at least $500.0 million of cash consideration. It also requires an interest coverage ratio of at least 3.50 to 1.00 unless Waters obtains a specified public corporate rating.
Could Waters shareholders receive a special dividend?
The filing references the Form S-4 pro forma information, which states that if the exchange ratio is adjusted upward to preserve the tax-free treatment of the distribution, Waters may pay a special dividend of between $0.01 per share and approximately $4.0 billion, and the SpinCo cash distribution could be reduced by up to $2.3 billion. The filing states that this depends on the extent of overlap shareholders and the receipt of an IRS ruling.

04—Continue

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