SecProbe.io

December 5, 2025
Stephanie Kelly
Vice President and Secretary
Augusta SpinCo Corporation
c/o Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Re:Augusta SpinCo Corporation
Draft Registration Statement on Form 10
Submitted September 22, 2025
CIK No. 0002082015
Dear Stephanie Kelly:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10 submitted September 22, 2025
Exhibit 99.1 - Proxy Statement/Prospectus of Waters Corporation
Summary, page 26
1.Please revise the summary on page 16 to provide additional information regarding the
material aspects of the business of Becton, Dickinson and Company, including its
Biosciences and Diagnostics Solutions business.
Conditions to the Merger, page 33
2.Please clarify whether all conditions may be waived by either party, including the
receipt of the tax opinions and/or IRS ruling. Discuss any material consequences of
such waivers.

December 5, 2025
Page 2
Risk Factors, page 44
3.We refer to your disclosure on page 176 relating to your exclusive forum provision in
Waters’ bylaws, which may have the effect of discouraging lawsuits against Waters’
directors, officers, employees or agents. Please revise to include risk factor disclosure
relating to your exclusive forum provision, including the risk that your exclusive
forum provision may result in increased risk for investors to bring a claim.
4.We note your disclosure on page 87 that BD announced on February 5, 2025 that it
would explore all opportunities to execute the separation of its BDS Business, which
included the Reverse Morris Trust, sale, spin-off or other transactions. If material,
please revise to disclose the risks associated with the Reverse Morris Trust transaction
structure.
5.We note your disclosure regarding shareholder action by written consent on page 182.
Please include risk factor disclosure to clarify that the Waters Charter provides that
any action required or permitted to be taken by shareholders must be effected at a duly
called annual or special meeting of shareholders and may not be effected by written
consent in lieu of a meeting.
If the Merger is not completed by the outside date specified in the Merger Agreement, Waters
or BD may terminate the Merger Agreement, page 49
6.We note the disclosure that if the Merger Agreement is terminated under certain
circumstances prior to the consummation of the Transactions, Waters will be required
to pay BD a termination fee of $733.0 million. Please clarify if BD is subject to
similar termination provisions.
The combined company's international operations may be negatively affected..., page 58
7.We note your disclosure that approximately 68% of Waters’ net sales and 59% of
BDS Business’ revenues in 2024 were derived from customers outside of the United
States. You also state that 58% of Waters’ net sales in 2024 were to worldwide
pharmaceutical accounts. Additionally, you disclose that in 2024, Waters and the BDS
Business generated $397.0 million and $337.0 million of total net sales, respectively,
from China. Please revise your disclosure to clearly specify the jurisdictions and types
of top customers for each of Waters and the BDS Business, where appropriate. We
refer to your disclosure that both businesses supply products to researchers at
pharmaceutical and biotechnology companies, academic institutions, government
laboratories and private foundations globally.
Reductions in customers' research budgets or government funding may adversely affect the
combined company's business, page 62
8.We note the disclosure that the level of government funding of research and
development may vary significantly due to factors that can be difficult to forecast, and
that the BDS Business has seen a reduction in government funding in fiscal year 2025.
To provide additional context for your disclosure, please disclose the reduction in
government funding for fiscal year 2025, if material.

December 5, 2025
Page 3
The combined company's sales would deteriorate if the combined company's outside
contractors fail to provide..., page 67
9.We refer to your statement on page 66 that a number of items, components and
supplies purchased by Waters and the BDS Business, including specialized products,
are currently purchased from limited or single sources of supply. Please expand your
disclosure, where appropriate, to identify the single source suppliers on which Waters
and the BDS Business rely and the material terms of any agreements with such
parties. Refer to Item 101(h)(4)(v) of Regulation S-K.
Background of the Merger, page 87
10.We note your disclosure on page 88 that the Waters Board instructed members of
Waters’ senior management to engage financial and legal advisors and consultants to
provide their assessment of potential strategic targets. You also disclose throughout
this section that the Waters Board continued to assess various potential strategic
targets under consideration while it explored the potential business combination with
the BDS business. For example, we refer to the Waters Audit and Finance
Committee’s meetings held on February 28, 2025 and April 14, 2025 that included
discussions of potential strategic opportunities under active consideration by Waters,
including acquisitions of smaller all-cash transaction targets. Please expand your
disclosure of the other potential targets, including but not limited to, the number of
potential targets that were considered and presented to the Waters management team,
the selection criteria, whether Waters entered into letters of intent with any such
targets, and the Water Board’s analysis in reaching its conclusion not to pursue such
other potential targets.
11.Please revise your disclosure to identify the individuals on the Waters’ and BD’s
senior management teams or boards of the respective companies who participated in
the meetings and discussions described throughout this section. As an example only,
please define terms such as "senior management."
12.Please revise to clarify the scope of various advisors’ roles with respect to each
company, including BD’s multiple financial advisors. We also note that BCG and
Barclays both conducted diligence and reported on the potential revenue and cost
synergies in connection with a business combination with the BDS Business in
February 2025. Please expand your disclosure relating to BCG’s and Barclay’s
analyses and clarify whether BCG had any involvement in the preparation of any
disclosure that is included in the registration statement, including any analysis
underlying disclosure in the registration statement.
We note your disclosure that members of Waters’ senior management presented the
proposed terms of the non-binding proposal at the board meeting held on May 1,
2025, which included a proposed transaction valuation value for the BDS Business of
$17.5 billion, $410 million of pre-tax synergies, a $4 billion cash dividend to be paid
to BD, and a proposed pro forma ownership split of the combined company of
approximately 60% and 40%, respectively, between Waters and BD shareholders.
Please revise to describe in greater detail how the Waters Board arrived at the
proposed valuation, pre-tax synergies and ownership percentages, including the
methodology employed in reaching the valuation, the analysis and underlying 13.

December 5, 2025
Page 4
assumptions of such valuation and percentages. In your revised disclosure, please
provide additional detail regarding how material terms, such as the valuation, RMT
transaction structure, termination fee, exchange ratio adjustment procedure, transition
services, board composition, and the Waters’ special dividend cap evolved during the
course of negotiations, including the proposals and counter-proposals made during the
course of negotiations.
14.We note the disclosure on page 91 that the Waters A&F Committee discussed various
potential pro forma ownership splits of the combined company based on a range of
sizes of a potential cash dividend payable to BD. Please revise to describe the
ownership split range of sizes considered and explain how the current ownership split
of the combined company was agreed upon.
15.We refer to your disclosure that BD shared an initial draft of the merger agreement
and separation agreement with Waters on May 24, 2025, which included a termination
fee and certain governance matters. Please revise to provide a more detailed
description of the material terms of the initial draft of the merger agreement. You also
state that between May 2025 and July 2025, the parties exchanged several drafts of
the merger agreement and other transaction agreements, including the debt
commitment letter and related documents. Please revise your disclosures to clearly
discuss the changes to and the negotiation of the material terms of such agreements.
16.We refer to your statements on page 96 relating to the upside potential in the BDS
Business in light of “potential factors such as the turnaround in the microbiology
business segment.” Please revise to provide additional information relating to changes
in BD’s microbiology business segment and address the impact to the combined
company’s business if such potential turnaround is not achieved.
17.We note your disclosure on page 98 that BD’s outside counsels held a telephone
conference meeting with the IRS on June 13, 2025 to discuss the potential transaction,
shareholder overlap analysis and the scope of the potential IRS ruling in connection
with determining the percentage of overlapping shareholders. Please revise your
disclosure to discuss the results of such meeting, including any feedback BD’s
counsels received from the IRS.
Waters' Reasons for the Merger; Recommendation of Waters' Board of Directors, page 102
18.We refer to your disclosure here and on page 20 of the Waters Board’s expectation
that the combination with the BDS Business would enhance Waters’ overall credit
quality over time as a factor supporting the board’s decision to approve the merger.
Please provide additional context for the Waters Board's consideration and expand
your disclosure, where applicable, to discuss how the merger would improve Waters’
credit quality in the future.
19.You state here and on page 20 that Waters expects to realize approximately $345
million of annualized run-rate and risk adjusted EBITDA synergies, including $200
million of cost synergies expected to be realized within three years of closing and
approximately $290 million of revenue synergies expected to be realized within five
years of closing. Please revise to specify the annual run-rates and provide additional
details regarding the assumptions underlying your projected EBITDA amounts and
cost and revenue synergies, where appropriate.

December 5, 2025
Page 5
Certain Financial Forecasts, page 109
20.In regard to the Waters Standalone Financial Projections and Waters Standalone
Advocacy Case Financial Projections, please address the following:
•We note your disclosure that key assumptions included the compound annual
growth rate, tax rate, and net working capital spend percentage. Please provide
greater detail of the specific assumptions underlying these projections, including
material assumptions used in arriving at Adjusted EBITDA and Unlevered Free
Cash Flow. Please disclose material factors that may affect the assumptions, as
well as your basis for the assumptions. For example, please disclose how you
determined the appropriate compound annual growth rate to use. We note that
historical total net sales decreased from 2022 to 2023 and increased less than 1%
from 2023 to 2024.
•Disclose the key drivers of the projected growth in Adjusted EBITDA.
•Please disclose your basis for selecting a ten-year forecast period.
21.In regard to the BD Management SpinCo Financial Projections, please address the
following:
•Please provide greater detail of the specific assumptions underlying your
projections, including growth rates, as well as material factors that may affect
such assumptions, and your basis for making these assumptions. In this regard, we
note a decrease in actual historical revenues from 2023 to 2024.
•We note that your projections include forecasts that reflect near-term new product
launches as well as certain gross profit initiatives. Please better clarify what
periods these assumptions are being reflected in and your basis for this.
•Please disclose how Adjusted EBITDA is calculated.
22.In regard to the Waters Management Adjusted SpinCo Financial Projections, please
address the following:
•We note your disclosure that key assumptions included the compound annual
growth rate, tax rate, and net working capital spend percentage. Please provide
greater detail of the specific assumptions underlying these projections, including
material assumptions used in arriving at Adjusted EBITDA and Unlevered Free
Cash Flow. For assumptions disclosed, including the compound annual growth
rate, please disclose anymaterial factors that may affect the assumption as well as
your basis for making the assumption.
•The projected Adjusted EBITDA amounts appear to be significantly higher than
actual historical amounts in recent periods. We note the Waters Management
Expected Synergies are expected to have a significant impact on Adjusted
EBITDA, including $290.0 million of revenue synergies phased in over five
years and $200.0 million cost synergies phased in over three years. Please better
explain the nature of these revenue and cost synergies and your basis for assuming
these synergies will take place.
•Please disclose your basis for selecting a ten-year forecast period.

December 5, 2025
Page 6
23.For each set of projections, please address how the parties determined their
reasonableness, the extent to which alternative scenarios were provided or considered,
and the extent to which the probability of achieving such projections were assessed.
Representations and Warranties, page 135
24.Please revise your list of representations and warranties to describe the material terms
of each item rather than providing a summary list.
BDS Business Products, page 193
25.We note the names of the BDS products. Please revise to briefly describe BDS
Business's key products.
26.We refer to your statement on page 195 that the BDS Business is subject to extensive
regulation by the FDA, by comparable agencies in foreign countries and by other
regulatory agencies and governing bodies. Please revise your disclosure in this section
to briefly describe the use of each of the key products listed and when each product
was developed and commercialized. In your revised disclosure, please also specify the
relevant FDA classification and when and the type of regulatory clearance received
from the FDA or any other comparable regulatory agency in foreign countries. Please
also revise your Government Regulations section to include a more detailed
discussion of the material regulations governing the key BDS Business products in the
United States and in other applicable jurisdictions.
27.Please clarify the meaning and significance of scientific or technical terms the first
time they are used. For example, please briefly explain or describe the use of flow
cytometry, single-cell multiomics tools, cell sorters and analyzers, and high-
throughput single-cell gene.
Research and Development, page 194