8-KFinancial EventsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Financial Obligation (Oct 17, 2014)

Filed October 17, 2014For Securities:A

Summary

Agilent Technologies, Inc. (Agilent) filed an 8-K on October 17, 2014, reporting on financial obligations related to its subsidiary, Keysight Technologies, Inc. (Keysight). On October 15, 2014, Keysight issued $1.1 billion in senior notes, comprising $500 million of 3.300% notes due 2019 and $600 million of 4.550% notes due 2024. These notes were sold in a private placement to qualified institutional buyers and non-U.S. persons. Agilent has provided an unsecured, unsubordinated guarantee for these notes, which is set to terminate upon the previously announced distribution of Keysight shares to Agilent shareholders scheduled for November 1, 2014, or other specified conditions. The proceeds from the note issuance are intended to fund a cash distribution to Agilent and provide working capital for Keysight. This filing is significant as it details the debt structure of Keysight just prior to its spin-off from Agilent, providing insight into the financing arrangements of the newly independent entity and Agilent's balance sheet following the distribution. The terms of the indenture include restrictions on liens, sale and leaseback transactions, and fundamental corporate changes for Keysight, along with standard events of default.

Key Highlights

  • 1Keysight Technologies, Inc. issued $500 million in 3.300% senior notes due October 30, 2019.
  • 2Keysight Technologies, Inc. issued $600 million in 4.550% senior notes due October 30, 2024.
  • 3Agilent Technologies, Inc. provided an unsecured, unsubordinated guarantee for Keysight's senior notes.
  • 4The Agilent guarantee on Keysight's notes will terminate upon the planned spin-off of Keysight on November 1, 2014, or other specific events.
  • 5Net proceeds from the notes will be used for a cash distribution to Agilent and to fund Keysight's working capital and liquidity needs.
  • 6The notes were issued via private placement to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S.
  • 7The indenture includes covenants limiting liens, sale and leaseback transactions, and mergers/consolidations for Keysight.

Frequently Asked Questions

Keysight Technologies, Inc. issued a total of $1.1 billion in aggregate principal amount of senior notes, consisting of $500 million of 3.300% senior notes due October 30, 2019, and $600 million of 4.550% senior notes due October 30, 2024.

Agilent Technologies, Inc. provided an unsecured, unsubordinated guarantee for both series of Keysight's senior notes. This guarantee is expected to terminate around the time of the planned distribution of Keysight shares to Agilent shareholders on November 1, 2014.

The net proceeds from the sale of the notes are intended to be used by Keysight to make a cash distribution to Agilent Technologies, Inc. The remainder of the proceeds will be used by Keysight to fund its working capital and other liquidity needs.

Yes, the indenture governing the notes places certain restrictions on Keysight and its subsidiaries. These include limitations on creating or permitting liens on principal properties, entering into sale and leaseback transactions concerning principal properties, and limits on merging or consolidating with other entities or transferring substantially all of its assets.