UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 15, 2011
WATERS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
01-14010 (Commission File Number) |
13-3668640 (I.R.S. Employer Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address of principal executive offices) (Zip Code)
Milford, Massachusetts 01757
(Address of principal executive offices) (Zip Code)
(508) 478-2000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On March 15, 2011, 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 in a private placement notes (the “Senior Notes”) in the
aggregate principal amount of $200 million. The Company issued and sold the following Senior
Notes:
| • | Series C Senior Notes in the amount of $50 million bearing interest at a fixed rate of 2.50% and maturing on March 15, 2016; |
| • | Series D Senior Notes in the amount of $100 million bearing interest at a fixed rate of 3.22% and maturing on March 15, 2018; and |
| • | Series E Senior Notes in the amount of $50 million bearing interest at a fixed rate of 3.97% and maturing on March 15, 2021. |
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 Senior Notes is payable semi-annually on March 15 and September 15 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 Notes then outstanding, plus the applicable make-whole
amount, upon no more than 60 nor less than 30 days’ written notice to the holders of the 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 will not permit (i) its interest coverage ratio (as
determined pursuant to the Agreement) as of the end of any fiscal quarter for any period of four
consecutive fiscal quarters to be less than 3.50:1, or (ii) its leverage ratio (as determined
pursuant to the Agreement) as of the end of any fiscal quarter to exceed 3.50:1. The Senior Notes
include negative covenants that are similar to the covenants to which the Company is subject
pursuant to its existing Credit Agreements. The Senior Notes also contain certain customary
representations and warranties, affirmative covenants and events of default.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its
entirety by the text of the Agreement itself, a copy of which will be filed with the Company’s Form
10-Q for the quarter ended April 2, 2011 on or about on May 6, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| WATERS CORPORATION |
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| Date: March 16, 2011 | By: | /s/ John Ornell | ||
| Name: | John Ornell | |||
| Title: | Vice President, Finance and Administration and Chief Financial Officer |
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