UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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.
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| 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). | |
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SIGNATURES
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.
| WATERS CORPORATION | ||||||
| Date: March 4, 2021 | By: | /s/ Michael F. Silveira | ||||
| Name: | Michael F. Silveira | |||||
| Title: | Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||