UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
October 12, 2005
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 01-14010
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13-3668640 |
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(IRS Employer Identification No.) |
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| 34 Maple Street, Milford, Massachusetts
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01757 |
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(Zip Code) |
(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On October 12, 2005, the $700 million credit agreement among Waters Corporation (the
“Company”), Waters Technologies Ireland Ltd. and Waters Chromatography Ireland Ltd. and JP Morgan
Chase Bank, N.A. as Administrative Agent and JP Morgan Europe Limited as London Agent, and various
lenders, dated December 15, 2004 (the “Credit Agreement”), was amended, as follows. The Leverage
Ratio covenant, defined as Consolidated Debt to Consolidated EBITDA for the most recent period of
four consecutive fiscal quarters of the Company, was increased from 3.0:1 to 3.25:1. As a result a
new pricing tier was added as set forth in the amendment. The definition of Consolidated EBITDA
was amended to exclude stock-based compensation to the extent deducted from consolidated net income
pursuant to Statement of Financial Accounting Standard 123(R), Share-Based Payments.
The obligations of Waters Technologies Ireland Ltd. and Waters Chromatography Ireland Ltd. are
guaranteed by the Company and by the Company’s domestic subsidiaries. The Credit Agreement
provides for a $250 million term loan facility, a $300 million revolving facility (“US Tranche”),
which includes both a letter of credit and a swingline subfacility, and a $150 million revolving
facility (“European Tranche”) that is available to the Company, Waters Technologies Ireland Ltd.
and Waters Chromatography Ireland Ltd. The Company may on a single occasion request of the lender
group that commitments for the US Tranche or European Tranche be increased up to an additional $100
million. Existing lenders are not obligated to increase commitments, and the Company can seek to
add additional lenders as parties to the Credit Agreement. The term loan facility and the
revolving facilities both mature on December 15, 2009, and require no scheduled prepayments before
that date.
On October 12, 2005, the Company increased the $700 million credit facility available under
the Credit Agreement to $800 million as permitted in the Credit Agreement, increasing the European
Tranche from $150 million to $250 million. The Company plans to use the proceeds of the additional
borrowings, if and when utilized, for general corporate purposes as provided for under the Credit
Agreement. As of October 12, 2005, the following amounts were outstanding under the Credit
Agreement: $250 million under the term loan facility, $270 million under the US Tranche and $115
million under the European Tranche.