01—Abstract
Summary
Summary of the 8-K filed March 23, 2026. Cited figures are marked; the original filing is the authoritative source.
On March 23, 2026, Augusta SpinCo Corporation, a subsidiary of Waters Corporation, completed a public offering of $3.5 billiona aggregate principal amount of senior notes in five tranches: $650 million of 4.321% Senior Notes due 2027, $600 million of 4.398% Senior Notes due 2029, $750 million of 4.656% Senior Notes due 2031, $750 million of 4.945% Senior Notes due 2033, and $750 million of 5.245% Senior Notes due 2036.
Waters Corporation and certain subsidiaries fully and unconditionally guarantee the notes on a senior unsecured basis, and those same subsidiaries guarantee the company's existing credit facilities. The company intends to use the net proceeds, together with cash on hand, to repay $3.5 billionb of indebtedness outstanding under a delayed draw term loan that the issuer incurred in February 2026. The indenture, dated March 23, 2026, with U.S. Bank Trust Company, National Association as trustee, includes covenants limiting certain liens and sale-leaseback transactions and conditions for mergers or consolidations, along with customary events of default.
The issuer may redeem notes other than the 2027 Notes at its option, and holders may require repurchase at 101%c of principal plus accrued interest upon certain change of control triggering events. The notes were sold under an underwriting agreement dated March 17, 2026 with Barclays Capital Inc., Citigroup Global Markets Inc., J.P.
Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as representatives of the underwriters. The offering was made under a prospectus supplement dated March 17, 2026 and a base prospectus dated March 16, 2026 under an effective shelf registration statement on Form S-3.
02—Key points
Key Highlights
- Completed a $3.5 billion senior notes offering across five tranches maturing from 2027 to 2036
- Coupon rates range from 4.321% on the 2027 Notes to 5.245% on the 2036 Notes
- Net proceeds plus cash on hand will repay $3.5 billion of the delayed draw term loan incurred in February 2026
- Notes are fully and unconditionally guaranteed on a senior unsecured basis by Waters Corporation and certain subsidiaries that also guarantee its credit facilities
- Indenture includes limits on certain liens and sale-leaseback transactions, plus merger and consolidation conditions
- Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control triggering events
- Underwriting agreement dated March 17, 2026 led by Barclays, Citigroup, J.P. Morgan, BofA Securities and HSBC
03—Questions
Frequently Asked Questions
How much debt did Waters Corporation issue and what are the maturities?
The offering totaled $3.5 billion across five series: $650 million due 2027, $600 million due 2029, $750 million due 2031, $750 million due 2033 and $750 million due 2036.
What will the proceeds be used for?
The company intends to use the net proceeds, together with cash on hand, to repay $3.5 billion of indebtedness outstanding under the delayed draw term loan incurred by the issuer in February 2026.
Who guarantees the notes?
Waters Corporation and certain of its subsidiaries fully and unconditionally guarantee the notes on a senior unsecured basis. These are the same subsidiaries that guarantee the company's existing credit facilities.
Can the notes be redeemed early or put back to the company?
The issuer may redeem any series other than the 2027 Notes at its option, in whole or in part, under the terms of the indenture. If a change of control triggering event occurs, holders may require repurchase at 101% of principal plus accrued and unpaid interest.
What restrictions does the indenture place on the company?
The indenture limits the company and its subsidiaries from creating or incurring certain liens and from entering certain sale-leaseback transactions. It also requires the issuer and guarantors to satisfy certain conditions to merge or consolidate with another entity.
04—Continue