KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On March28, 2017, Keysight Technologies, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Goldman, Sachs Co., as representative of Goldman,
Sachs Co., BNP Paribas Securities Corp., Barclays Capital Inc.,
Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner
Smith Incorporated, Citigroup Global Markets Inc., and Wells
Fargo Securities, LLC (the Underwriters), to which the Company
agreed to sell $700,000,000 aggregate principal amount of its
4.60% Senior Notes due 2027 (the Notes) 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. The
Company offered the Notes to its effective shelf registration
statement on Form S-3 (No. 333-216838). The offering is expected
to close on April6, 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 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 have also acted as
underwriters for the Companys offering of its shares of common
stock, par value $0.01 per share, which closed on March28, 2017.
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.
Item9.01Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
Description |
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| 1.1 |
Underwriting Agreement, dated as of March 28, 2017, between Keysight Technologies, Inc. and Goldman, Sachs Co., as representative of Goldman, Sachs Co., BNP Paribas Securities Corp., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC. |
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 +0.06 at 36.20 with 1,044,724 shares trading hands.
