On September 4, 2024, Agilent Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $600 million in aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”) and $600 million in aggregate principal amount of its 4.750% Senior Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes, the “Notes”) in an underwritten public offering (the “Offering”). The Offering is expected to close on September 9, 2024, subject to customary closing conditions. The Underwriting Agreement contains customary representations and covenants and includes the terms and conditions of the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Notes will be issued pursuant to a base indenture, dated as of March 12, 2021, between the Company and Citibank, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture and third supplemental indenture thereto, each expected to be dated as of September 9, 2024, between the Company and the Trustee.
The 2027 Notes will be issued at a price to the public of 99.866% of their principal amount and the 2034 Notes will be issued at a price to the public of 99.638% of their principal amount. The 2027 Notes will mature on September 9, 2027 and bear interest at a fixed rate of 4.200% per annum, and the 2034 Notes will mature on September 9, 2034 and bear interest at a fixed rate of 4.750% per annum, each payable semi-annually in arrears on March 9 and September 9 of each year, commencing on March 9, 2025. The Notes will be unsecured and will rank equally in right of payment with all of the Company’s other senior unsecured indebtedness.
The Notes are being offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-281896) filed with the Securities and Exchange Commission on September 3, 2024, as supplemented by the prospectus supplement, dated September 4, 2024. In connection with the Offering, the Company is filing the Underwriting Agreement as Exhibit No. 1.1 to this Current Report on Form 8-K. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Notes in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
