8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Nov 18, 2008)

Filed November 18, 2008For Securities:A

Summary

This Form 8-K filing by Agilent Technologies, Inc. announces the successful refinancing of a $1.5 billion repurchase obligation previously held by Agilent Technologies World Trade, Inc. (World Trade). On November 17, 2008, Lloyds TSB Bank plc (Lloyds TSB) stepped into this obligation, effectively transferring the rights and responsibilities from STEERS Repo Pass-Thru Trust, 2008-1. This transaction involves a repurchase arrangement where World Trade sold preferred shares issued by Agilent Technologies (Cayco) Limited, with an obligation to repurchase them for $1.5 billion by January 27, 2011. Agilent Technologies, Inc. has provided an unconditional guaranty for World Trade's obligations under this new agreement. This refinancing is a significant event as it resolves a substantial repurchase obligation for Agilent. The new agreement involves quarterly payments tied to LIBOR plus 175 basis points, and Agilent's parent company guarantees the entire amount. Investors should note the terms of this agreement, including the maturity date and the interest rate structure, as it impacts the company's financial commitments and debt structure. The full details of the agreements are available as exhibits to this filing.

Key Highlights

  • 1Agilent Technologies refinanced a $1.5 billion repurchase obligation through a new agreement with Lloyds TSB Bank plc.
  • 2The refinancing effectively replaces STEERS Repo Pass-Thru Trust, 2008-1 as the counterparty for this obligation.
  • 3The transaction involves Agilent Technologies World Trade, Inc. selling preferred shares with a commitment to repurchase them for $1.5 billion by January 27, 2011.
  • 4Agilent Technologies, Inc. has provided a full and unconditional guaranty for its subsidiary's obligations under the new agreement.
  • 5Quarterly payments under the agreement will be based on LIBOR plus a spread of 175 basis points.
  • 6Neither Agilent nor World Trade has the right to accelerate the repurchase date.
  • 7Lloyds TSB has the right to accelerate the repurchase or cause redemption under specific default events.

Frequently Asked Questions

This filing announces the completion of a material definitive agreement, specifically the refinancing of a $1.5 billion repurchase obligation by Agilent Technologies, Inc. through a new arrangement with Lloyds TSB Bank plc.

The refinancing effectively replaces a previous obligation with a new one with Lloyds TSB. Agilent Technologies, Inc. has guaranteed the $1.5 billion repurchase obligation of its subsidiary, World Trade. The company will be making quarterly payments based on LIBOR plus 175 basis points until the repurchase date of January 27, 2011. This impacts Agilent's debt structure and cash flow commitments.

The agreement involves Agilent Technologies World Trade, Inc. selling preferred shares with a commitment to repurchase them for $1.5 billion by January 27, 2011. Quarterly payments will be made, with the interest rate resetting quarterly based on LIBOR plus 175 basis points. The parent company, Agilent Technologies, Inc., has unconditionally guaranteed this obligation.

Neither Agilent Technologies, Inc. nor Agilent Technologies World Trade, Inc. has the right to accelerate the repurchase date. However, Lloyds TSB Bank plc can accelerate the repurchase date or cause a redemption of the preferred shares by Cayco under certain specified events of default or similar circumstances.