8-KOther EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Corporate Update (Oct 22, 2019)

Filed October 22, 2019For Securities:KEYS

Summary

Keysight Technologies, Inc. (KEYS) announced on October 22, 2019, the successful issuance of $500 million in aggregate principal amount of 3.000% Notes due 2029. This debt offering was executed under the company's effective shelf registration statement, indicating a well-established financing framework. The primary purpose of this issuance is to proactively refinance its maturing $500 million 3.300% senior notes due October 30, 2019. This strategic move demonstrates prudent financial management by extending the company's debt maturity profile and potentially lowering its interest expense. The new notes are unsecured and rank equally with other unsecured and unsubordinated obligations. The indenture governing these notes includes provisions for redemption at Keysight's option and a mandatory repurchase offer upon a change of control event, providing investors with certain protections. The company has also included customary covenants limiting liens and sale/leaseback transactions on principal properties, as well as restrictions on mergers and consolidations.

Key Highlights

  • 1Keysight Technologies issued $500 million of 3.000% Notes due 2029.
  • 2The issuance aims to refinance $500 million of senior notes maturing on October 30, 2019.
  • 3The new notes carry a fixed interest rate of 3.000% per annum, payable semi-annually.
  • 4The notes mature on October 30, 2029, extending the company's debt maturity.
  • 5The notes are unsecured and unsubordinated, ranking equally with other similar obligations.
  • 6The indenture includes provisions for optional redemption by Keysight and a change of control repurchase offer.
  • 7Customary covenants are in place regarding liens, sale/leaseback transactions, and fundamental corporate changes.

Frequently Asked Questions

The net proceeds from the sale of the new 3.000% Notes due 2029 are intended to be used to repay the Company's outstanding $500,000,000 3.300% senior notes that are due to mature on October 30, 2019.

The Notes have an aggregate principal amount of $500,000,000, bear a fixed interest rate of 3.000% per annum, payable semi-annually on April 30 and October 30, and will mature on October 30, 2029. They are unsecured and unsubordinated obligations of the Company.

Investors have protections including an optional redemption provision by Keysight and a mandatory offer to repurchase the notes at 101% of their principal amount plus accrued interest in the event of a specified change of control.

Yes, the indenture includes customary limitations on the Company and its subsidiaries regarding the creation of liens on principal properties, entering into sale and leaseback transactions with respect to principal properties, and restrictions on merging, consolidating, or conveying its assets substantially as an entirety.