SEC Company Response from Augusta SpinCo Corp (CIK 0002082015) — Dec 11, 2025
Augusta SpinCo Corp (CIK 0002082015)
Date: Dec. 11, 2025 · CIK: 0002082015 · Accession: 0001193125-25-316596
AI Filing Summary & Sentiment
Referenced dates: December 5, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Attention: Jane Park and Lauren Nguyen Re: Augusta SpinCo Corporation Draft Registration Statement on Form 10 Submitted September 22, 2025 CIK No. 0002082015
Dear Ms. Park and Ms. Nguyen:
On behalf of our client, Augusta SpinCo Corporation (the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
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Finance (the “Staff”) of the U.S. Securities and Exchange Commission that were set forth in your letter, dated December 5, 2025, regarding the Company’s draft registration statement on Form 10 confidentially submitted to the U.S. Securities and Exchange Commission on September 22, 2025. In connection with this letter responding to the Staff’s comments, the Company has publicly filed the Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”), together with exhibits. In addition, Waters Corporation (“Waters”) has filed its related Registration Statement on Form S-4, the contents of which are substantially identical to the contents of Exhibit 99.1 to the Registration Statement.
For your convenience, the Staff’s numbered comments are set forth in bold, followed by the response on behalf of the Company. All page references in the responses set forth below refer to pages of Exhibit 99.1 to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 27 of Exhibit 99.1 to the Registration Statement to provide additional information.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 34, 35, 151, 152, 303 and 305 of Exhibit 99.1 to the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 76 and 77 of Exhibit 99.1 to the Registration Statement.
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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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 46 and 92 of Exhibit 99.1 to the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 77 and 78 of Exhibit 99.1 to the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 24, 46, 51 and 160 of Exhibit 99.1 to the Registration Statement to clarify that only Waters is required to pay a termination fee under certain circumstances and that BD is not subject to a similar termination fee provision.
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.
Response: In response to the Staff’s comment, the Company respectfully refers the Staff to the disclosures on page 34 of Waters’ Quarterly Report on Form 10-Q for the quarter ending September 27, 2025, filed with the U.S. Securities and Exchange Commission on November 4, 2025, and pages 37 and 38 of Waters’ Annual Report on Form 10-K for the
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year ending December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 25, 2025, both of which are incorporated by reference into Exhibit 99.1 to the Registration Statement, and which present Waters’ sales information by geography and trade class. The Company has revised the disclosure on pages 60 and 63 of Exhibit 99.1 to the Registration Statement to include certain of such information with respect to Waters in Exhibit 99.1 to the Registration Statement and provide similar information in connection with sales by the BDS Business.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 64 of Exhibit 99.1 to the Registration Statement to clarify that the BDS Business does not receive government funding. The revised disclosure clarifies that reductions in government funding to customers of the BDS Business could affect, and the Company believes has affected, spending by such customers on the Company’s products. Because the BDS Business does not receive government funding directly, it does not have visibility into the amount and nature of any government funding reductions that might affect its customers or the ability to quantify any resulting impact on the revenue of the BDS Business, given the many interrelated factors that influence spending by the customers of the BDS Business.
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.
Response: The Company respectfully advises the Staff that, in using the term “single source of supply” or “sole-source supplier,” Waters and the BDS Business are referring to the fact that they currently purchase particular components or materials for their products from a single supplier and are not suggesting that they are only able to locate one supplier in any particular market to supply such components or materials. Each of Waters and the BDS Business has considered its single source suppliers, and has concluded that in the majority of cases in which the relevant entity sources from a single supplier, alternative sources of supply are currently available. Thus, in the event that
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Waters’ or the BDS Business’s suppliers (including the suppliers of specialized products that are currently purchased from limited or single sources of supply) are unable or unwilling to supply such components or materials in Waters’ or the BDS Business’s required volumes, at specified times, or at all, both Waters and the BDS Business believe they are currently able to, and the combined company will in future be able to, find and qualify replacement suppliers without a material disruption to their businesses given both businesses maintain sufficient inventory of such components and materials to minimize the impact of ordinary course supply disruptions and maintain alternate supply relationships that can be utilized without disruption of their manufacturing processes if an existing sole-source supplier fails to perform its contractual obligations. Even if an alternative source of supply is not available at a time when Waters or the BDS Business requires an alternate supplier, both Waters and the BDS Business believe that the loss of any individual single source supplier would not have a material impact on the business of the combined company or otherwise be materially disruptive to the operations of the combined company due to the large number and variety of products currently produced by both businesses and that will be produced by the combined company. Accordingly, and after considering the relevant requirements, Waters and the Company respectfully submit that further identification of suppliers or summaries of the related agreements are not required to be included in the Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 93, 95, 96 and 98 of Exhibit 99.1 to the Registration Statement to clarify the number of other potential targets that were under consideration, the two letters of intent submitted by Waters to other acquisition targets, and the Waters Board’s decision in reaching its conclusion not to pursue such other potential targets.
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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.”
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 91 through 109 of Exhibit 99.1 to the Registration Statement.
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 tha
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CASTEEL FRANCO CASTELLI ANDREW J.H. CHEUNG PAMELA EHRENKRANZ ALINE R. FLODR KATHRYN GETTLES-ATWA LEDINA GOCAJ ADAM M. GOGOLAK ANGELA K. HERRING MICHAEL W. HOLT DONGHWA KIM MARK A. KOENIG J. AUSTIN LYONS ALEXANDER S. MACKLER** ALICIA C. McCARTHY JUSTIN R. ORR JOSEPH S. PAYNE NEIL M. SNYDER JEFFREY A. WATIKER *ADMITTED IN NORTH CAROLINA AND THE DISTRICT OF COLUMBIA **ADMITTED IN DELAWARE Direct Dial: (212) 403-1394 Direct Fax: (212) 403-2394 E-Mail: DKLam@wlrk.com December 11, 2025 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jane Park and Lauren Nguyen Re: Augusta SpinCo Corporation Draft Registration Statement on Form 10 Submitted September 22, 2025 CIK No. 0002082015 Dear Ms. Park and Ms. Nguyen: On behalf of our client, Augusta SpinCo Corporation (the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation December 11, 2025 Page 2 Finance (the “Staff”) of the U.S. Securities and Exchange Commission that were set forth in your letter, dated December 5, 2025, regarding the Company’s draft registration statement on Form 10 confidentially submitted to the U.S. Securities and Exchange Commission on September 22, 2025. In connection with this letter responding to the Staff’s comments, the Company has publicly filed the Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”), together with exhibits. In addition, Waters Corporation (“Waters”) has filed its related Registration Statement on Form S-4, the contents of which are substantially identical to the contents of Exhibit 99.1 to the Registration Statement. For your convenience, the Staff’s numbered comments are set forth in bold, followed by the response on behalf of the Company. All page references in the responses set forth below refer to pages of Exhibit 99.1 to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 27 of Exhibit 99.1 to the Registration Statement to provide additional information. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 34, 35, 151, 152, 303 and 305 of Exhibit 99.1 to the Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 76 and 77 of Exhibit 99.1 to the Registration Statement. December 11, 2025 Page 3 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 46 and 92 of Exhibit 99.1 to the Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 77 and 78 of Exhibit 99.1 to the Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 24, 46, 51 and 160 of Exhibit 99.1 to the Registration Statement to clarify that only Waters is required to pay a termination fee under certain circumstances and that BD is not subject to a similar termination fee provision. 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. Response: In response to the Staff’s comment, the Company respectfully refers the Staff to the disclosures on page 34 of Waters’ Quarterly Report on Form 10-Q for the quarter ending September 27, 2025, filed with the U.S. Securities and Exchange Commission on November 4, 2025, and pages 37 and 38 of Waters’ Annual Report on Form 10-K for the December 11, 2025 Page 4 year ending December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 25, 2025, both of which are incorporated by reference into Exhibit 99.1 to the Registration Statement, and which present Waters’ sales information by geography and trade class. The Company has revised the disclosure on pages 60 and 63 of Exhibit 99.1 to the Registration Statement to include certain of such information with respect to Waters in Exhibit 99.1 to the Registration Statement and provide similar information in connection with sales by the BDS Business. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 64 of Exhibit 99.1 to the Registration Statement to clarify that the BDS Business does not receive government funding. The revised disclosure clarifies that reductions in government funding to customers of the BDS Business could affect, and the Company believes has affected, spending by such customers on the Company’s products. Because the BDS Business does not receive government funding directly, it does not have visibility into the amount and nature of any government funding reductions that might affect its customers or the ability to quantify any resulting impact on the revenue of the BDS Business, given the many interrelated factors that influence spending by the customers of the BDS Business. 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. Response: The Company respectfully advises the Staff that, in using the term “single source of supply” or “sole-source supplier,” Waters and the BDS Business are referring to the fact that they currently purchase particular components or materials for their products from a single supplier and are not suggesting that they are only able to locate one supplier in any particular market to supply such components or materials. Each of Waters and the BDS Business has considered its single source suppliers, and has concluded that in the majority of cases in which the relevant entity sources from a single supplier, alternative sources of supply are currently available. Thus, in the event that December 11, 2025 Page 5 Waters’ or the BDS Business’s suppliers (including the suppliers of specialized products that are currently purchased from limited or single sources of supply) are unable or unwilling to supply such components or materials in Waters’ or the BDS Business’s required volumes, at specified times, or at all, both Waters and the BDS Business believe they are currently able to, and the combined company will in future be able to, find and qualify replacement suppliers without a material disruption to their businesses given both businesses maintain sufficient inventory of such components and materials to minimize the impact of ordinary course supply disruptions and maintain alternate supply relationships that can be utilized without disruption of their manufacturing processes if an existing sole-source supplier fails to perform its contractual obligations. Even if an alternative source of supply is not available at a time when Waters or the BDS Business requires an alternate supplier, both Waters and the BDS Business believe that the loss of any individual single source supplier would not have a material impact on the business of the combined company or otherwise be materially disruptive to the operations of the combined company due to the large number and variety of products currently produced by both businesses and that will be produced by the combined company. Accordingly, and after considering the relevant requirements, Waters and the Company respectfully submit that further identification of suppliers or summaries of the related agreements are not required to be included in the Registration Statement. 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. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 93, 95, 96 and 98 of Exhibit 99.1 to the Registration Statement to clarify the number of other potential targets that were under consideration, the two letters of intent submitted by Waters to other acquisition targets, and the Waters Board’s decision in reaching its conclusion not to pursue such other potential targets. December 11, 2025 Page 6 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.” Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 91 through 109 of Exhibit 99.1 to the Registration Statement. 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 tha