8-KMaterial AgreementsOther EventsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Sep 17, 2014)

Filed September 17, 2014For Securities:A

Summary

This 8-K filing from Agilent Technologies announces key financial arrangements and the formal approval of the separation of its electronic measurement business into a new, independent entity named Keysight Technologies, Inc. Agilent has secured two significant credit facilities: a $300 million unsecured facility for Keysight and a $400 million unsecured facility for Agilent itself. Both facilities are set to mature in five years and are intended for general corporate purposes, with Agilent's facility also available for potential stock repurchases and acquisitions. These credit lines provide financial flexibility for both companies post-separation. The most significant event detailed is the Board of Directors' approval of the spin-off of Keysight, with the distribution expected to occur on November 1, 2014. Agilent shareholders will receive one share of Keysight for every two shares of Agilent held. This move marks Agilent's strategic decision to focus on its life sciences, diagnostics, and applied chemical markets, while Keysight will operate as a standalone company focused on electronic measurement solutions. Investors should note the terms of the credit facilities, the mechanics of the distribution, and the strategic implications for both Agilent and the newly formed Keysight.

Key Highlights

  • 1Agilent Technologies' Board of Directors has formally approved the separation of its electronic measurement business into a new independent company, Keysight Technologies, Inc.
  • 2The spin-off is structured as a pro rata dividend of Keysight common stock to Agilent shareholders, with an expected distribution date of November 1, 2014.
  • 3Agilent shareholders will receive one share of Keysight for every two shares of Agilent common stock held as of the record date (October 22, 2014).
  • 4Agilent has secured a $300 million, five-year unsecured credit facility for Keysight, with Agilent acting as a guarantor until the separation is complete.
  • 5Agilent has also secured its own $400 million, five-year unsecured credit facility for general corporate purposes, including potential stock repurchases and acquisitions.
  • 6Both credit facilities are unsecured and provide financial flexibility for the respective companies post-separation.
  • 7Keysight will operate as an independent, publicly traded company following the separation, with Agilent retaining no equity interest.

Frequently Asked Questions

This 8-K filing announces two primary events: the formal approval of the separation of Agilent's electronic measurement business into a new company called Keysight Technologies, Inc., and the establishment of significant credit facilities for both Agilent and Keysight to ensure financial flexibility post-separation.

Agilent shareholders will receive one share of Keysight Technologies, Inc. common stock for every two shares of Agilent Technologies, Inc. common stock they hold as of the close of business on October 22, 2014. The distribution is expected to occur on November 1, 2014. After the separation, Agilent will no longer hold any equity in Keysight.

Agilent has secured a $400 million, five-year unsecured credit facility for its own general corporate purposes, including potential stock repurchases and acquisitions. Keysight will have a separate $300 million, five-year unsecured credit facility for its general corporate purposes. Agilent initially serves as a guarantor for Keysight's facility until the separation is complete.

The separation and distribution of Keysight shares to Agilent shareholders are expected to be effective at 12:01 a.m. Eastern Time on November 1, 2014. Following this, Keysight will be an independent, publicly traded company focused on electronic measurement solutions, while Agilent will concentrate on its life sciences, diagnostics, and applied chemical markets.