Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

WATERS CORPORATION

(WAT)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

WATERS CORP /DE/ : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/20/2021 | 03:21pm EDT

Item 1.01 Entry into a Material Definitive Agreement

On September 17, 2021, Waters Corporation (the "Company") and certain of its subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement, dated as of September 17, 2021 (the "Restatement Agreement") with the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Restatement Agreement amended and restated the Company's existing credit agreement dated as of November 30, 2017, as previously amended as of February 12, 2019 (the "Credit Agreement," and as amended and restated by the Restatement Agreement, the "Amended and Restated Credit Agreement"). The obligations of the Company under the Amended and Restated Credit Agreement are unsecured and guaranteed by certain of the Company's domestic subsidiaries. The Amended and Restated Credit Agreement provides for a five-year $1.8 billion revolving facility, which includes a letter of credit subfacility. The Company may, on one or more occasions, request that the revolving facility be increased by or term loans be issued in an amount of not less than $25 million, provided that the total amount outstanding under the Amended and Restated Credit Agreement may not exceed $2.0 billion. Existing lenders under the Amended and Restated Credit Agreement are not obligated to increase commitments, and the Company can seek to bring in additional lenders. Unless extended according to the terms thereof, commitments under the Amended and Restated Credit Agreement mature on September 17, 2026.

The Company may borrow under the revolving facility from time to time in US Dollars or Euros. The Company may borrow, prepay and re-borrow revolving loans. The interest rates applicable to loans under the Amended and Restated Credit Agreement are, at the Company's option, equal to either (i) if the borrowing is denominated in US Dollars, the Alternate Base Rate (which is a rate per annum equal to the greatest of (a) the prime rate, (b) the Federal Reserve Bank of New York Rate plus 1/2 of 1% per annum and (c) the LIBO rate for a deposit in US Dollars with a maturity of one month plus 1% per annum) or the applicable one, three or six month LIBO rate, or (ii) if the borrowing is denominated in Euros, the applicable one, three or six month EURIBOR rate, in each case plus an interest rate margin based upon the Company's leverage ratio or the credit rating, if any, for the Company's senior, unsecured long-term debt, which can range between 0 to 12.5 basis points for Alternate Base Rate loans and between 80 and 112.5 basis points for LIBO rate or EURIBOR rate loans. The facility fee on amounts outstanding under the Amended and Restated Credit Agreement ranges between 7.5 and 25 basis points per annum, based on the Company's leverage ratio or the credit rating, if any, for the Company's senior, unsecured long-term debt. The Amended and Restated Credit Agreement also provides for transitions to alternative benchmark rates.

The Amended and Restated Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1, similar to the Credit Agreement, as of the end of any fiscal quarter for any period of four consecutive fiscal quarters, and a leverage ratio test of not more than 3.50:1, similar to the Credit Agreement, as of the end of any fiscal quarter. Following the completion of a material acquisition, 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. In addition, the Amended and Restated Credit Agreement includes negative covenants that are customary for investment grade credit facilities and are similar in nature to those previously contained in the Credit Agreement. The Amended and Restated Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default, similar in nature to those previously contained in the Credit Agreement.

Certain parties to the Restatement Agreement, and affiliates of those parties, provide banking, investment banking, and other financial services to the Company from time to time.

The foregoing descriptions of the Restatement Agreement and the Amended and Restated Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibit 10.1 hereto (such Exhibit consisting of the Restatement Agreement and, through its Annex I, the Amended and Restated Credit Agreement) and are hereby incorporated herein by reference.




                                      -1-

--------------------------------------------------------------------------------

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      Amendment and Restatement Agreement, dated as of September 17,
                2021, by and among the Company, Waters Technologies Corporation, TA
                Instruments - Waters L.L.C., Waters Asia Limited, Environmental
                Resource Associates, Inc., the lenders party thereto, the issuing
                banks party thereto and JPMorgan Chase Bank, N.A., as
                administrative agent.

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).




                                      -2-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about WATERS CORPORATION
12:03pWATERS : and University of Delaware Announce Bioprocessing Innovation Partnership, Plan 20..
BU
09:31aGET EMPOWERED : Tip #248 | Custom Fields
PU
10/18RedShift BioAnalytics, Inc. announced that it has received $20 million in funding from ..
CI
10/13GET EMPOWERED : Empower CDS User Question | Tip #247, Calculating Peak Fronting
PU
10/11WATERS CORPORATION : - Waters Appoints John M. Ballbach to Board of Directors
AQ
10/07WATERS CORPORATION : Q3 2021 Financial Results Webcast Invitation
BU
10/07WATERS : Innovating Alongside Others – Before “Open Innovation” Was a Th..
PU
10/06GET EMPOWERED : Elevating Method Lifecycle Management | Tip #246, Method's Operable Design..
PU
10/06WATERS : Appoints John M. Ballbach to Board of Directors (Form 8-K)
PU
10/06WATERS CORP /DE/ : Change in Directors or Principal Officers, Regulation FD Disclosure, Fi..
AQ
More news
Analyst Recommendations on WATERS CORPORATION
More recommendations