Keysight Technologies Inc. filed SEC Form 8-K: Other Events, Creation of a Direct Financial Obligation
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 8.01 of this Report is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On April 17, 2025, Keysight Technologies, Inc. (the “Company”) issued $750,000,000 aggregate principal amount of its 5.350% Notes due 2030 (the “Notes”) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-282431) (the “Shelf Registration Statement”). The Notes were sold pursuant to an underwriting agreement with BNP Paribas Securities Corp., Citigroup Global Markets Inc. and BofA Securities, Inc. as representatives of the several underwriters.
The Notes were issued under an indenture, dated as of October 9, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of April 17, 2025 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include partially financing the proposed acquisition of Spirent communications plc.
Interest on the Notes accrues at a rate of 5.350% per annum. Interest accrues 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 January 30 and July 30 of each year, beginning January 30, 2026. The Notes will mature on July 30, 2030. 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 revolving credit facility and its senior unsecured 364-day bridge loan facility.
The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, upon at least 10 days’, but not more than 60 days’, prior notice. If the Notes are redeemed prior to June 30, 2030 (the date that is one month prior to the maturity date of the Notes) (the “Par Call Date”), it will pay a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 25 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. In addition, if the Notes are redeemed on or after the Par Call Date, the redemption price will equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to 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 Company’s ability to merge or consolidate with any other entity or convey, transfer or lease the Company’s 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).
Copies of the Base Indenture, the Second Supplemental Indenture and the form of global note for the Notes are filed as Exhibits 4.1, 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 Base Indenture, the Second Supplemental Indenture and the form of global note for the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KEYSIGHT TECHNOLOGIES, INC. | ||||||
| Date: April 17, 2025 | By: | /s/ Jeffrey K. Li | ||||
| Jeffrey K. Li | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||