---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-010472"
form_type: "8-K"
ticker: null
cik: "0002082015"
company_name: "Augusta SpinCo Corp"
filed_at: "2026-01-12T23:59:59+00:00"
generated_at: "2026-05-16T10:58:50.536837+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Augusta SpinCo enters $4B term loan to finance BD special cash payment and Waters combo

## Summary
- $4B unsecured term loan: $3.5B Tranche 1 (364 days maturity), $500M Tranche 2 (2 years).
- Proceeds fund BD Special Cash Payment (~$4B), potential Waters shareholder distribution, and fees.
- Interest is Term SOFR + 87.5-135 bps (Tranche 1 steps up every 90 days); undrawn commitment fee 10 bps.
- Covenants require leverage ratio <=3.50x (can increase to 4.25x for $500M+ acquisitions) and interest coverage >=3.50x.

## SEC filing metadata
- accession: 0001193125-26-010472
- form_type: 8-K
- cik: 0002082015
- company_name: Augusta SpinCo Corp
- filed_at: 2026-01-12T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2082015/000119312526010472/0001193125-26-010472-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2082015/000119312526010472/d81141d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-010472
- JSON: https://secwatch.observer/filing/0001193125-26-010472.json
- Plain text: https://secwatch.observer/filing/0001193125-26-010472.txt

## Key facts
- Debt Financings
  Augusta SpinCo Corp incurred term loan of up to $4 billion with Barclays Bank PLC (as administrative agent) at alternate base rate or Term SOFR rate, in each case, plus an applicable margin maturing Tranche 1 matures 364 days after the Closing Date and Tranche 2 matures on the second anniversary of the Closing Date.
  - Instrument: term loan
  - Principal: up to $4 billion
  - Counterparty: Barclays Bank PLC (as administrative agent)
  - Rate: alternate base rate or Term SOFR rate, in each case, plus an applicable margin
  - Maturity: Tranche 1 matures 364 days after the Closing Date and Tranche 2 matures on the second anniversary of the Closing Date
  - Event: incurrence
  source text: and the Merger Agreement will be consummated is referred to as the “Acquisition Effective Date”. The Credit Agreement provides the Company with the ability to borrow up to $4 billion on an unsecured basis to finance a cash distribution to BD in connection with the transaction (the “BD Special Cash Payment”) and related fees and expenses, and any proceeds in
  evidence_url: https://www.sec.gov/Archives/edgar/data/2082015/000119312526010472/0001193125-26-010472-index.htm
- Material Agreements
  Augusta SpinCo Corp entered into Term Loan Credit Agreement with Barclays Bank PLC valued at $4,000,000,000 (effective 2026-01-08).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Barclays Bank PLC
  - Value: $4,000,000,000
  - Effective: 2026-01-08
  source text: On January 8, 2026 (the “Effective Date”), Augusta SpinCo Corporation (the “Company”), a wholly owned subsidiary of Becton, Dickinson and Company (“BD”), entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent, and the other parties party thereto (the “Credit Agreement”), in connection with the pending combination of BD’s Biosciences and Diagnostic Solutions business (the “Biosciences and Diagnostic Solutions Business”) with Waters Corporation (“Waters”) in a Reverse Morris Trust transaction pursuant to (x) the Separation Agreement, dated as of July 13, 2025 (the “Separation Agreement”), by and among Waters, BD and the Company and (y) the Agreement and Plan of Merger, dated as of July 13, 2025 (the “Merger Agreement”), by and among Waters, BD and the Company and Beta Merger Sub, Inc., a wholly owned subsidiary of Waters.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2082015/000119312526010472/0001193125-26-010472-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.