8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Aug 5, 2014)

Filed August 5, 2014For Securities:A

Summary

This Form 8-K filing from Agilent Technologies, Inc., dated August 5, 2014, primarily announces a material definitive agreement related to the previously announced separation of its electronic measurement business into a new, independent company named Keysight Technologies, Inc. Agilent and Keysight entered into a Separation and Distribution Agreement on August 1, 2014, which outlines the terms for this separation and the distribution of 100% of Keysight's common stock to Agilent shareholders. This agreement specifies the division of assets, liabilities, and contracts between the two entities. In addition to the core separation agreement, several other critical agreements were finalized to govern the ongoing relationship between Agilent and the soon-to-be-independent Keysight. These include agreements on tax matters, employee matters, intellectual property, trademark licensing, and real estate. The completion of the distribution is contingent upon final approval from Agilent's Board of Directors and other conditions outlined in the Separation and Distribution Agreement. This filing is a key procedural step as Agilent prepares to spin off its electronic measurement division.

Key Highlights

  • 1Agilent Technologies finalized a Separation and Distribution Agreement with its subsidiary, Keysight Technologies, Inc., on August 1, 2014.
  • 2The agreement details the separation of Agilent's electronic measurement business into the new entity, Keysight.
  • 3Agilent will distribute 100% of Keysight's common stock to Agilent shareholders.
  • 4The Separation and Distribution Agreement defines the allocation of assets, liabilities, and contracts between Agilent and Keysight.
  • 5Multiple supporting agreements were also executed, including those for tax, employee, intellectual property, trademark, and real estate matters.
  • 6The distribution of Keysight shares to Agilent shareholders is subject to final Board of Directors approval and other stipulated conditions.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Agilent Technologies has entered into a material definitive agreement, the Separation and Distribution Agreement, with its subsidiary Keysight Technologies, Inc. This agreement formalizes the process for separating Agilent's electronic measurement business into an independent company (Keysight) and distributing its shares to Agilent's shareholders.

Keysight Technologies, Inc. is a wholly owned subsidiary of Agilent Technologies that houses Agilent's electronic measurement business. This filing signifies the formal steps being taken to make Keysight an independent entity, separate from Agilent.

The filing states that the Distribution is subject to the final approval of Agilent's Board of Directors and other conditions set forth in the Separation and Distribution Agreement. The exact date of the distribution is not specified in this particular 8-K filing, but the agreements are effective as of August 1, 2014.

Besides the primary Separation and Distribution Agreement, Agilent and Keysight also entered into several other critical agreements to govern their future relationship, including a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Matters Agreement, a Trademark License Agreement, and a Real Estate Matters Agreement.