8-K
filed February 9, 2026, 6:59 PM ET
ticker WAT
CIK 0001000697
M&A
confidence high
sentiment positive
materiality 0.90
WATERS CORP /DE/ (WAT): M&A transaction — Waters completes $4B combination with BD's Biosciences & Diagnostic Solutions; forms four divisions
WATERS CORP /DE/
- Consummated spin-off and merger of BD's Biosciences & Diagnostic Solutions; BD shareholders received ~0.135 Waters shares per BD share, owning 39.2% of combined company.
- SpinCo borrowed $4.0B term loan to fund cash payment to BD; Waters guaranteed the debt.
- Claire M. Fraser, Ph.D. appointed to Waters Board, increasing size to 11.
- New structure: four divisions - Analytical Sciences, Biosciences, Advanced Diagnostics, Materials Sciences.
- Combined entity focused on high-volume testing in regulated applications; expects long-term value creation.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
WATERS CORP /DE/ incurred credit facility of borrowed $4.0 billion of unsecured term loans with Barclays Bank PLC, as administrative agent at alternate base rate or Term SOFR rate, plus an applicable margin maturing Tranche 1: 364 days after the Funding Date; Tranche 2: second anniversary of the Funding Date.
- Instrument
- credit facility
- Principal
- borrowed $4.0 billion of unsecured term loans
- Counterparty
- Barclays Bank PLC, as administrative agent
- Rate
- alternate base rate or Term SOFR rate, plus an applicable margin
- Maturity
- Tranche 1: 364 days after the Funding Date; Tranche 2: second anniversary of the Funding Date
- Event
- incurrence
Exact text from the filing
On the February 6, 2026 (the “Funding Date”), SpinCo borrowed $4.0 billion of unsecured term loans under the Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date (“Tranche 1”) and a $500.0 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“Tranche 2”)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
WATERS CORP /DE/ completed an acquisition involving Becton, Dickinson and Company (closed 2026-02-09).
- Action
- acquisition
- Counterparty
- Becton, Dickinson and Company
- Closing
- 2026-02-09
Exact text from the filing
On February 9, 2026 (the “Closing Date”), Waters Corporation, a Delaware corporation (“Waters”), and Becton, Dickinson and Company, a New Jersey corporation (“BD”), announced that they consummated the previously announced spin-off of BD’s Biosciences and Diagnostic Solutions business (the “SpinCo Business”) and combination of the SpinCo Business with Waters.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WATERS CORP /DE/ entered into Term Loan Credit Agreement with Barclays Bank PLC valued at $4.0 billion (effective 2026-01-08).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Barclays Bank PLC
- Value
- $4.0 billion
- Effective
- 2026-01-08
Exact text from the filing
In connection with the Transactions, on January 8, 2026, SpinCo entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent (the “Agent”), and the other parties party thereto (the “Credit Agreement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WATERS CORP /DE/ entered into Transition Services Agreement with BD.
- Action
- entry
- Counterparty
- BD
Exact text from the filing
a Transition Services Agreement (the “Transition Services Agreement”), which governs, among other things, the parties’ respective rights and obligations with respect to the provision of certain transition services.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WATERS CORP /DE/ entered into Intellectual Property Matters Agreement with BD.
- Action
- entry
- Counterparty
- BD
Exact text from the filing
an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”), which allocates rights and interests in certain intellectual property rights relating to the SpinCo Business and BD;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WATERS CORP /DE/ entered into Tax Matters Agreement with BD.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- BD
Exact text from the filing
a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, responsibility for and preservation of the expected tax-free status of the transactions contemplated by the Separation Agreement and certain other tax matters;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WATERS CORP /DE/ entered into Employee Matters Agreement with BD.
- Action
- entry
- Counterparty
- BD
Exact text from the filing
an Employee Matters Agreement (the “Employee Matters Agreement”), which governs, among other things, the parties’ obligations with respect to current and former employees of BD and of the SpinCo Business;
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.