secwatch / observer
8-K filed February 9, 2026, 6:59 PM ET ticker WAT CIK 0001000697
M&A confidence high sentiment positive materiality 0.90

Waters completes $4B combination with BD's Biosciences & Diagnostic Solutions; forms four divisions

WATERS CORP /DE/

item 1.01item 2.01item 2.03item 5.02item 7.01item 9.01

Machine-readable event card

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WATERS CORP /DE/
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2026-02-09T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

62484ebb99d45ce5f02007e19c69a328b6ec6e9b

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.

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”)

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

60b39a6cf07b3d6d251ed69e0e199b6f177a8158

WATERS CORP /DE/ completed an acquisition involving Becton, Dickinson and Company (closed 2026-02-09).

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.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

35c2fd7432bfad45a471763da455af5253c60217

WATERS CORP /DE/ entered into Term Loan Credit Agreement with Barclays Bank PLC valued at $4.0 billion (effective 2026-01-08).

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”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

428d82e1e450e830cc2e1ff40f5ad8f5a49d2d8e

WATERS CORP /DE/ entered into Transition Services Agreement with BD.

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.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

7c4ef3d2422c889969e7c9cf16e3ba19cce4867b

WATERS CORP /DE/ entered into Intellectual Property Matters Agreement with BD.

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;

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

bb15cc96ec205b8574b1d09a354527d33472c555

WATERS CORP /DE/ entered into Tax Matters Agreement with BD.

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;

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

e6f3c5baad796f52ded99204c61da77202f1c29f

WATERS CORP /DE/ entered into Employee Matters Agreement with BD.

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;

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 5.02, 7.01, 9.01 same event type: m_and_a similar materiality

This 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”)

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 5.02, 7.01, 9.01 same event type: m_and_a similar materiality

This 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”)

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

RPAY

REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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”)

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 5.02, 9.01 same event type: m_and_a similar materiality

This 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”)

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

Filing page SEC filing

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 5.02, 7.01, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

Filing page SEC filing

RMIX

Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M

Suncrete, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

Mr. Owens, Ms. Owens and JAO, the “Sellers”), and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

Source: SEC EDGAR
accession 0001193125-26-042819
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