SANTA ROSA, Calif.--(BUSINESS WIRE)--Keysight Technologies, Inc. today announced that it plans to offer,
subject to market conditions, up to $1.1 billion senior unsecured notes
in a private placement to eligible purchasers under Rule 144A and
Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”). As previously disclosed, Keysight intends to use the proceeds
from the offering to make a cash distribution to Agilent Technologies,
Inc., of which Keysight is currently a wholly owned subsidiary, and to
fund working capital and other liquidity needs.
Each series of notes initially will be guaranteed on an unsecured,
unsubordinated basis by Agilent. Agilent’s guarantee of each series of
notes will terminate upon the earliest to occur of the completion of
Keysight’s previously announced separation from Agilent, which is
expected to occur in early November 2014; Agilent ceasing to
beneficially own a majority of Keysight’s common stock; and the
consummation of a legal defeasance or covenant defeasance or discharge
of the indenture relating to such series of notes.
The offering will be made only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to certain
non-U.S. persons in accordance with Regulation S under the Securities
Act. The securities to be offered have not been registered under the
Securities Act or any state securities laws and unless so registered,
the securities may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any offers of the securities
will be made only by means of a private offering memorandum.
About Keysight Technologies
Keysight is a global electronic measurement technology and market leader
helping to transform its customers’ measurement experience through
innovation in wireless, modular, and software solutions. Keysight
provides electronic measurement instruments and systems and related
software, software design tools and services used in the design,
development, manufacture, installation, deployment and operation of
electronic equipment.
Forward-Looking Statements
This news release contains forward-looking statements as defined in the
Securities Exchange Act of 1934 and is subject to the safe harbors
created therein. The forward-looking statements contained herein
include, but are not limited to, information regarding Keysight’s
separation of the electronic measurement business; future revenues,
earnings and profitability; the future demand for the company’s products
and services; and customer expectations. These forward-looking
statements involve risks and uncertainties that could cause Keysight’s
results to differ materially from management’s current expectations.
Such risks and uncertainties include, but are not limited to, unforeseen
changes in the strength of our customers’ businesses; unforeseen changes
in the demand for current and new products, technologies, and services;
customer purchasing decisions and timing, and the risk that we are not
able to realize the savings expected from integration and restructuring
activities.
In addition, other risks that Keysight faces include those detailed in
Keysight’s filings with the Securities and Exchange Commission,
including our Form 10, and amendments thereto. Forward-looking
statements are based on the beliefs and assumptions of Keysight’s
management and on currently available information. Keysight undertakes
no responsibility to publicly update or revise any forward-looking
statement.
IR-KEYS