KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March22, 2017, Keysight Technologies, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Goldman, Sachs Co., as representative of Goldman,
Sachs Co., Merrill Lynch, Pierce, Fenner Smith Incorporated,
Citigroup Global Markets Inc., BNP Paribas Securities Corp.,
Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Wells Fargo Securities, LLC (the Underwriters), to which the
Company agreed to sell 11,428,571 shares of its common stock, par
value $0.01 per share (the Common Stock), to the Underwriters.
The Underwriting Agreement includes customary representations,
warranties, covenants and closing conditions. It also provides
for customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities. In
connection with the offering, the Company granted the
Underwriters a 30-day option to purchase up to an additional
1,714,285 shares of its Common Stock, solely to cover
over-allotments, if any (the Over-allotment Option).
On March24, 2017, Goldman, Sachs Co., as representative of the
Underwriters, notified the Company that the Underwriters had
elected to exercise the Over-allotment Option in full. As a
result, the Company offered 13,142,856 shares of its Common
Stock, including 1,714,285 shares for which the Over-allotment
Option had been exercised in full, to the Companys effective
shelf registration statement on Form S-3 (No. 333-216838). The
offering closed on March28, 2017.
The Underwriters and their respective affiliates are full service
financial institutions engaged in various activities, which may
include sales and trading, commercial and investment banking,
advisory, investment management, investment research, principal
investment, hedging, market making, brokerage and other financial
and non-financial activities and services. Certain of the
Underwriters and their respective affiliates have provided, and
may in the future provide, a variety of these services to the
Company and to persons and entities with relationships with the
Company, for which they received or will receive customary fees
and expenses. Certain of the Underwriters and/or their affiliates
are lenders and/or agents under the Companys revolving credit
facility and the term loan facility that the Company may draw
upon in connection with the Companys contemplated merger with
Ixia. In particular, an affiliate of Goldman, Sachs Co. is the
administrative agent and a lender under each of the Companys
revolving credit facility and term loan facility. Certain of the
Underwriters and/or their affiliates may also act as underwriters
for any debt financing that the Company may pursue. In addition,
the Underwriters and/or their affiliates have agreed to provide
the Company with a bridge loan commitment. Goldman, Sachs Co. is
also providing financial advisory services to the Company in
connection with its contemplated merger with Ixia for which they
are receiving customary fees and expenses.
A copy of the Underwriting Agreement is filed as Exhibit 1.1
hereto and incorporated by reference herein. The description of
the Underwriting Agreement herein does not purport to be complete
and is qualified in its entirety by the full text of the
Underwriting Agreement.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of March22, 2017, between Keysight Technologies, Inc. and Goldman, Sachs Co., as representative of Goldman, Sachs Co., Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC. |
|
| 5.1 | Opinion of Cleary Gottlieb Steen Hamilton LLP. | |
| 23.1 |
Consent of Cleary Gottlieb Steen Hamilton LLP (included in Exhibit 5.1 hereto). |
About KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS)
Keysight Technologies, Inc. is a measurement company engaged in providing electronic design and test solutions to communications and electronics industries. The Company provides electronic design and test instruments and systems and related software, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. The Company operates through three segments: Communications Solutions Group (CSG), Electronic Industrial Solutions Group (EISG) and Services Solutions Group (SSG). The CSG and EISG segments provide electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment. The SSG segment provides integrated service solutions, including repair and calibration services, professional services and remanufactured equipment. KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Recent Trading Information
KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) closed its last trading session up +0.20 at 36.72 with 989,697 shares trading hands.
