沃特世美股招股说明书(2026-03-19版)

Augusta SpinCo Corporation $650,000,0004.321% Senior Notes due 2027$600,000,0004.398% Senior Notes due 2029$750,000,0004.656% Senior Notes due 2031$750,000,0004.945% Senior Notes due 2033$750,000,0005.245% Senior Notes due 2036 guaranteed by Waters Corporation, Waters Technologies Corporation, TA Instruments – Waters L.L.C., Waters Asia Limited, Wyatt Technology,LLC, Accuri Cytometers, Inc., Augusta Life Sciences US OpCo I LLC, Augusta Life Sciences US OpCo II LLC, Augusta LifeSciences US SpinCo LLC, Cellular Research, Inc., HandyLab, Inc., PharMingen The Issuer may redeem the Notes of any series, in whole or in part, at any time and from time to time, prior to their stated maturity at the applicable redemptionprice described in this prospectus supplement in the section entitled “Description of Notes—Optional Redemption.” Upon the occurrence of a Change of ControlTriggering Event, as defined in “Description of Notes,” with respect to a series of Notes, unless such Notes are being redeemed as described under “Description of Notes—Optional Redemption,” we will be required to make an offer to repurchase such Notes at a price equal to 101% of the aggregate principal amount thereof plus accruedand unpaid interest, if any, to, but excluding, the date of purchase. See “Description of Notes—Change of Control.” The Notes of each series will be senior unsecured obligations of the Issuer and will be fully and unconditionally guaranteed on a senior unsecured basis (suchguarantees, the “guarantees”) by the Issuer’s indirect parent, Waters Corporation, a Delaware corporation (“Waters” or the “Parent Guarantor”), and certain of Waters’subsidiaries: Waters Technologies Corporation, a Delaware corporation (“WTC”), TA Instruments – Waters L.L.C., a Delaware limited liability company (“TA”), Waters Asia Limited, a Delaware corporation (“Waters Asia”), Wyatt Technology, LLC, a California limited liability company (“Wyatt”), AccuriCytometers, Inc., a Delaware corporation (“Accuri”), Augusta Life Sciences US OpCo I LLC, a Delaware limited liability company (“ALS OpCo I”), Augusta LifeSciences US OpCo II LLC, a Delaware limited liability company (“ALS OpCo II”), Augusta Life Sciences US SpinCo LLC, a Delaware limited liability company(“ALS SpinCo”), Cellular Research, Inc., a Delaware corporation (“Cellular”), HandyLab, Inc., a Delaware corporation (“HandyLab”), and PharMingen, a Californiacorporation (“PharMingen”) (each, a “Subsidiary Guarantor” and, together with the Parent Guarantor, the “guarantors” and each, a “guarantor”). Each of the SubsidiaryGuarantors also guarantees our outstanding indebtedness under the Credit Agreements and the Senior Unsecured Notes (each as defined below). Additionally,Environmental Resource Associates, Inc., a Colorado corporation (“ERA”), also guarantees our outstanding indebtedness under the Credit Agreements and the SeniorUnsecured Notes but is expected to be released from such guarantees on or prior to April10, 2026. As a result, ERA will not be a guarantor of any Notes offered hereby. The Notes of each series will rank equally in right of payment to all of the Issuer’s existing and future senior unsecured indebtedness and senior in right ofpayment to all of the Issuer’s existing and future subordinated indebtedness. The Notes of each series will be effectively subordinated to all of the Issuer’s future securedindebtedness to the extent of the value of the assets securing such indebtedness. The obligations to make payments of principal and interest on the Notes of each serieswill be structurally subordinated to any obligations of subsidiaries of the Parent Guarantor (other than the Issuer and the Subsidiary Guarantors). Each guarantor’sguarantee of each series of Notes will rank equally in right of payment to all of the existing and future senior unsecured indebtedness of such guarantor and senior inright of payment to all of the existing and future subordinated indebtedness of such guarantor. Each guarantor’s guarantee of each series of Notes will be effectivelysubordinated to all of the future secured indebtedness of such guarantor to the extent of the value of the assets securing such indebtedness. The obligations of eachguarantor pursuant to its guarantee of each series of Notes will be structurally subordinated to any obligations of subsidiaries of the Parent Guarantor (other than theSubsidiary Guarantors and, by virtue of the Issuer’s obligations as issuer of the Notes, the Issuer). Each series of Notes is a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any national securitiesexchange or for quotation of the Notes on any automated quotation system. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page S-19 of this prospectus supplement andthe information set forth in Waters’ filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that areincorpor