8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Sep 25, 2008)

Filed September 25, 2008For Securities:A

Summary

Agilent Technologies, Inc. (Agilent) announced a significant financial transaction through a material definitive agreement filed on September 25, 2008, with an effective date of September 22, 2008. The company, through its subsidiary Agilent Technologies World Trade, Inc., has entered into a Lloyds Related Agreement with Lloyds TSB Bank plc. This agreement facilitates the novation of a Master Repurchase Agreement, where Lloyds TSB will assume the rights and obligations previously held by STEERS Repo Pass-Thru Trust, 2008-1. The core of this transaction involves Agilent's commitment to a repurchase obligation of $1.5 billion related to Class A Preferred Shares issued by its subsidiary, Cayco. Under the new agreement, Lloyds TSB will pay $1.5 billion in consideration for the novation, effectively settling this obligation. A key outcome for Agilent is the extension of the repurchase date from November 17, 2008, to January 27, 2011, providing a substantial extension to the repayment timeline.

Key Highlights

  • 1Agilent Technologies entered into a material definitive agreement with Lloyds TSB Bank plc, dated September 22, 2008.
  • 2The agreement involves the novation of a repurchase agreement, transferring rights and obligations related to $1.5 billion in preferred shares.
  • 3Lloyds TSB Bank plc will pay $1.5 billion in consideration for assuming the obligations.
  • 4The repurchase obligation date, originally November 17, 2008, has been extended to January 27, 2011.
  • 5Agilent Technologies, Inc. will provide a guaranty to Lloyds TSB for the timely payment of World Trade's obligations.
  • 6The transaction is subject to customary closing conditions and the execution of several related agreements.
  • 7Neither Agilent nor its subsidiary has the right to accelerate the new extended repurchase date.

Frequently Asked Questions

The primary purpose of the Lloyds Related Agreement is to transfer Agilent's $1.5 billion repurchase obligation related to Cayco Preferred Shares from STEERS Repo Pass-Thru Trust, 2008-1 to Lloyds TSB Bank plc. This transfer is achieved through a novation where Lloyds TSB assumes all rights and obligations, and in return, pays $1.5 billion and extends the repurchase date.

This transaction significantly impacts Agilent by replacing the immediate $1.5 billion repurchase obligation due on November 17, 2008, with a new one extended to January 27, 2011. Lloyds TSB will make the $1.5 billion payment to settle the original obligation, and Agilent's subsidiary will then have quarterly payment obligations to Lloyds TSB based on LIBOR plus 175 basis points until the new extended repurchase date.

The closing of the novation is subject to several conditions, including Lloyds TSB receiving a new Master Repurchase Agreement and related documents with Agilent Technologies World Trade, an Amended and Restated Guaranty from Agilent Technologies, Inc. guaranteeing World Trade's obligations, a new Agilent Agreement with specific representations and covenants, and the satisfaction of conditions in a purchaser agreement between Lloyds TSB and Merrill Lynch Capital Services, Inc., along with other customary closing conditions.

No, neither Agilent nor its subsidiary, World Trade, has the right to accelerate the extended repurchase date of January 27, 2011. However, Lloyds TSB does have the right to accelerate the date or cause a redemption of the Cayco Preferred Shares upon certain events of default or similar occurrences.