KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

As previously reported, 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 Company offered the Notes to
its effective shelf registration statement on Form S-3 (No.
333-216838) (the Shelf Registration Statement). The offering of
the Notes closed on April6, 2017.

On April6, 2017, the Company executed a second supplemental
indenture (the Second Supplemental Indenture) with U.S. Bank
National Association, as trustee (the Trustee), to the indenture
(the Base Indenture and, together with the Second Supplemental
Indenture, the Indenture), dated as of October15, 2014, between
the Company and the Trustee, to which the Notes were issued. The
Company intends to use the net proceeds from the sale of the
Notes to pay a portion of the consideration for the contemplated
merger with Ixia (the Merger) and to pay related fees and
expenses.

Interest on the Notes will accrue at a rate of 4.60%per annum.
Interest will accrue from the most recent interest payment date
to or for which interest has been paid or duly provided for,
payable semi-annually in arrears on April6 and October6 of each
year, beginning October6, 2017. The Notes will mature on April6,
2027. The Notes are unsecured, unsubordinated obligations of the
Company and rank equally in right of payment with all existing
and future unsecured and unsubordinated obligations of the
Company, including any indebtedness the Company may incur from
time to time under its senior term loan facility and senior
revolving credit facility.

The Company may redeem the Notes at its option at any time,
either in whole or in part, upon at least 30 days, but not more
than 60 days, prior notice. If it elects to redeem Notes at any
time prior to January6, 2027 (the date that is three months prior
to the maturity date of the Notes), it will pay a redemption
price equal to (A)the greater of (i)50% of the aggregate
principal amount of the Notes to be redeemed on the redemption
date and (ii)the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of
the date of redemption), discounted on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) to
the redemption date using a discount rate equal to the treasury
rate plus 0.35%; plus (B)accrued and unpaid interest thereon to,
but not including, the redemption date. In addition, if the Notes
are redeemed on or after January6, 2027 (the date that is three
months prior to the maturity date of the Notes), prior to the
maturity date of the Notes being redeemed, the redemption price
will equal 50% of the aggregate principal amount of the Notes
being redeemed, plus accrued and unpaid interest thereon to, but
not including, the redemption date.

In the event that (a)the Merger does not take place on or prior
to December31, 2017, or (b)at any time prior to December31, 2017,
the Merger agreement is terminated, the Company will be obligated
to redeem all of the Notes at a price equal to 101% of the
aggregate principal amount of the Notes plus accrued and unpaid
interest to, but not including, the redemption date.

Upon the occurrence of certain events related to a change of
control, the Company will be required to make an offer to
repurchase the Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest to, but not including,
the date of repurchase.

Subject to certain qualifications and exceptions, the Indenture
limits the ability of the Company and its subsidiaries to create
or permit to exist liens with respect to principal properties and
to enter into sale and leaseback transactions with respect to
principal properties, and limits the Companys ability to merge or
consolidate with any other entity or convey, transfer or lease
the Companys properties and assets substantially as an entirety.

The Indenture also provides for certain customary events of
default (subject, in certain cases, to receipt of notice of
default and/or customary grace or cure periods).

A copy of the Base Indenture was filed as Exhibit 4.1 to the
Companys Current Report on Form 8-K filed on October17, 2014, has
been incorporated by reference in the Shelf Registration
Statement and is incorporated by reference herein and filed as
Exhibit 4.1 hereto. A copy of the Second Supplemental Indenture
and the form of global note for the Notes are filed as Exhibits
4.2 and 4.3 hereto, respectively, and each is incorporated by
reference herein and in the Shelf Registration Statement. The
foregoing description does not purport to be complete and is
qualified in its entirety by the full text of the Indenture and
the form of global note for the Notes.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information included in Item1.01 is incorporated by reference
into this Item2.03.

(d) Exhibits.

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 +0.18 at 36.44 with 1,506,844 shares trading hands.