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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/21 Waters Corp/DE 8-K:1,2,9 3/02/21 11:720K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-10.1 Material Contract HTML 345K 7: R1 Document and Entity Information HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 6: XML XBRL Instance -- d139347d8k_htm XML 13K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- wat-20210302_lab XML 53K 5: EX-101.PRE XBRL Presentations -- wat-20210302_pre XML 34K 3: EX-101.SCH XBRL Schema -- wat-20210302 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-21-068477-xbrl Zip 79K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM i 8-K
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i March 2, 2021
(Exact name of registrant as specified in its charter)
|i Delaware||i 01-14010||i 13-3668640|
(State or other jurisdiction
i 34 Maple Street
i Milford, i Massachusetts i 01757
(Address of principal executive offices) (Zip Code)
i (508) i 478-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, par value $0.01 per share||i WAT||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 1.01|| |
Entry into a Material Definitive Agreement
On March 2, 2021, Waters Corporation (the “Company”) entered into a Note Purchase Agreement among the Company and the institutional accredited investors named therein (the “Agreement”) pursuant to which the Company issued and sold, also on March 2, 2021, in a private placement, two series of senior notes (collectively, the “Senior Notes”) in the aggregate principal amount of $500 million. Certain domestic subsidiaries of the Company entered into a Subsidiary Guarantee Agreement pursuant to which such subsidiaries agreed to jointly and severally guarantee the Company’s monetary obligations under the Agreement. The Company issued and sold the following Senior Notes pursuant to the Agreement:
Senior Guaranteed Notes, Series N, in the aggregate principal amount of $100 million bearing interest at a fixed rate of 1.68% and maturing on March 2, 2026 (the “Series N Senior Notes”), and
Senior Guaranteed Notes, Series O, in the aggregate principal amount of $400 million bearing interest at a fixed rate of 2.25% and maturing on March 3, 2031 (the “Series O Senior Notes”).
The Company intends to use the proceeds from the issuance of the Senior Notes to repay other outstanding debt and for general corporate purposes.
Interest on the Series N and O Senior Notes is payable semi-annually on March 2 and September 2 of each year. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the aggregate principal amount of the Senior Notes then outstanding, plus the applicable make-whole amount for Series N and O Senior Notes, in each case, upon no more than 60 nor less than 20 days’ written notice to the holders of the Senior Notes. In the event of a Change in Control (as defined in the Agreement) of the Company, the Company may be required to prepay the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
Pursuant to the Agreement, the Company is subject to certain covenants that require it to maintain certain financial ratios, including (i) an Interest Coverage Ratio (as defined in the Agreement) as of the end of each fiscal quarter and calculated for the period of the four consecutive preceding fiscal quarters of no less than 3.50:1.00, and (ii) a Leverage Ratio (as defined in the Agreement) as of the end of each fiscal quarter of no more than 3.50:1.00. Following the completion of a material acquisition for consideration of $400 million or more in cash, the Company may elect to increase the maximum Leverage Ratio to 4.00:1.00 at the end of and for the fiscal quarter during which such material acquisition occurred and for each of the following three consecutive fiscal quarters. During the period of time where the leverage ratio exceeds 3.50:1.00, the interest payable on the Senior Notes shall increase by 0.50%. In addition, the Senior Notes include negative covenants that are similar to the covenants to which the Company is subject pursuant to its existing bank credit agreement and other existing senior notes. The Senior Notes also contain certain customary representations and warranties, affirmative covenants and events of default.
The Senior Notes were issued in a private placement under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. As a result, the Senior Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
The Agreement, including the forms of Senior Notes, is attached as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01. The foregoing summaries of the Agreement and the Senior Notes are qualified in their entirety by reference to the full text of such documents.
|Item 2.03|| |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
|Item 9.01|| |
Financial Statements and Exhibits
|Exhibit 10.1||Note Purchase Agreement, dated as of March 2, 2021, by and among the Company and the purchasers signatory thereto, including the forms of notes.|
|Exhibit 104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 4, 2021||By:|
|Name:||Michael F. Silveira|
Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|This ‘8-K’ Filing||Date||Other Filings|
|3/3/31||None on these Dates|
|For Period end:||3/2/21|
|List all Filings|