KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 Entry into a Material Definitive Agreement.
On January 30, 2017, Keysight Technologies, Inc., a Delaware
corporation (the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Ixia, a California corporation
(Ixia). The Merger Agreement provides, among other things and
subject to the terms and conditions set forth therein, for the
merger of a wholly-owned subsidiary of the Company to be formed
with and into Ixia (the Merger), with Ixia surviving the Merger
as a wholly-owned subsidiary of the Company. The consummation of
the Merger is not subject to a financing condition.
As announced on January 30, 2017, in connection with the Companys
entry into the Merger Agreement, the Company has entered into a
commitment letter, dated January 30, 2017, with Goldman Sachs
Bank USA, BNP Paribas and BNP Paribas Securities Corp., to which
Goldman Sachs Bank USA and BNP Paribas have agreed, on the terms
and subject to the conditions set forth therein, to provide a
senior unsecured 364-day bridge loan facility (the Bridge
Facility) of up to $1,684,000,000 in the aggregate for the
purpose of providing the financing necessary to fund a portion of
the consideration to be paid to the terms of the Merger Agreement
and related fees and expenses.
Amended and Restated Revolving Credit Agreement
On February 15, 2017, the Company entered into an amended and
restated revolving credit agreement (the Amended and Restated
Credit Agreement), by and among the Company, certain lenders
party thereto and Citibank, N.A., as Administrative Agent (the
Revolver Agent), which amended and restated in its entirety the
Companys existing Credit Agreement dated September 15, 2014, by
and among the Company, certain lenders party thereto and the
Revolver Agent, as amended by that certain letter agreement,
dated as of July 21, 2015, among the Company, the Revolver Agent
and the lenders party thereto.
The Amended and Restated Credit Agreement provides for, among
other things, a $450 million five-year unsecured revolving credit
facility (the Revolving Credit Facility) that will expire on
February 15, 2022, subject to extension under certain
circumstances described therein. In addition, the Amended and
Restated Credit Agreement permits the Company, subject to certain
customary conditions, on one or more occasions to request to
increase the total commitments under the Revolving Credit
Facility by up to $150 million in the aggregate.
Term Credit Agreement
On February 15, 2017, the Company entered into a Term Credit
Agreement (the Term Credit Agreement), by and among the Company,
certain lenders party thereto and Goldman Sachs Bank USA, as
Administrative Agent. The Term Credit Agreement provides for a
three-year $400 million delayed draw senior unsecured term loan
facility. The term loans will be available to the Company upon
the closing of the Merger, subject to certain other customary
conditions. The term loans are intended to be used to finance, in
part, the Merger, the payment of fees and expenses related
thereto and the repayment in full of all third party indebtedness
of Ixia and its subsidiaries that becomes due or otherwise
defaults upon the consummation of the Merger.
The commitments under the Term Credit Agreement automatically
terminate on the first to occur of (a) the consummation of the
Merger without the borrowing of any loans under the Term Credit
Agreement, (b) the termination of the Merger Agreement in
accordance with its terms and (c) 5:00 p.m. (Eastern time) on
October 30, 2017.
Termination of Existing Bridge Facility Commitments
In connection with entering into the Term Credit Agreement, the
unsecured commitments under the Bridge Facility were
automatically reduced in an aggregate principal amount of $400
million.
The foregoing descriptions of the Amended and Restated Credit
Agreement and the Term Credit Agreement are not intended to be
complete and are qualified in their entirety by reference to the
complete terms of the Amended and Restated Credit Agreement and
the Term Credit Agreement, respectively, which are attached
hereto as Exhibits 10.1 and 10.2, respectively, and incorporated
herein by reference.
ITEM 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated in its entirety by reference into this
Item 2.03.
ITEM9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit Number |
Description |
|
| 10.1 |
Amended and Restated Credit Agreement, dated as of February 15, 2017, by and among the Company, the lenders party thereto and Citibank, N.A., as Administrative Agent. |
|
| 10.2 |
Term Credit Agreement, dated as of February 15, 2017, by and among the Company, the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent. |
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 +0.12 at 38.04 with 582,640 shares trading hands.