| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 12, 2021, Agilent Technologies, Inc. (the “Company”) closed the previously announced sale of $850 million in aggregate principal amount of its 2.300% Senior Notes due 2031 (the “Notes”) in an underwritten public offering (the “Offering”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-233593) filed with the Securities and Exchange Commission on September 3, 2019, as supplemented by the prospectus supplement, dated March 3, 2021.
The Notes were issued pursuant to the Indenture, dated as of March 12, 2021 (the “Indenture”), between the Company and Citibank, N.A., as trustee (the “Trustee”), and the First Supplemental Indenture, dated as of March 12, 2021, between the Company and the Trustee (the “Supplemental Indenture”) with the following principal terms.
The Notes were issued at a price to the public of 99.822% of their principal amount. The Notes will mature on March 12, 2031 and bear interest at a fixed rate of 2.300% per annum, payable semi-annually in arrears on March 12 and September 12 of each year, commencing on September 12, 2021. The Notes are unsecured and will rank equally in right of payment with all of the Company’s other senior unsecured indebtedness.
The Notes are redeemable, in whole or in part at any time prior to December 12, 2030, at the Company’s option, at a redemption price equal to the sum of: (a) 100% of the aggregate principal amount of the Notes to be redeemed on the redemption date, plus accrued and unpaid interest on such Notes up to, but not including, the redemption date, and (b) the Make-Whole Amount (as defined in the Supplemental Indenture). If the Notes are redeemed on or after December 12, 2030, the redemption price will equal 100% of the aggregate principal amount of the Notes to be redeemed on the redemption date, plus accrued and unpaid interest on such Notes up to, but not including, the redemption date. In addition, upon the occurrence of a Change of Control Repurchase Event (as defined in the Supplemental Indenture), 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.
The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur liens, enter into sale and lease-back transactions and consolidate, merge or sell assets, subject to certain exceptions.
The Notes are subject to customary events of default, including: (a) the Company’s failure to pay principal or premium, if any, on the Notes when due at maturity, upon redemption or otherwise; (b) the Company’s failure to pay interest on the Notes for 30 days after the interest becomes due and payable; (c) the Company’s failure to repurchase Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event; (d) the Company’s failure to perform, or its breach of, any other covenant, warranty or agreement in the Indenture for 90 days after either the Trustee or holders of at least 25% in principal amount of the outstanding Notes have given the Company notice of the default in the manner required by the Indenture; (e) the Company’s default in the performance, or breach, of its obligations regarding a consolidation, merger or sale of assets, and (f) specified events involving the Company’s bankruptcy, insolvency or reorganization.
The descriptions above are summaries and are qualified in their entirety by the Indenture, the Supplemental Indenture and the form of Note, filed as Exhibits No. 4.1, 4.2 and 4.3 hereto, respectively, and, in each case, incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
