AGILENT TECHNOLOGIES, INC. (Form: 8-K, Received: 10/22/2019 16:06:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2019

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5301 Stevens Creek Boulevard, Santa Clara, CA		95051
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 345-8886

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.Entry Into a Material Definitive Agreement.

On October 21, 2019, Agilent Technologies, Inc. (the “Company”) entered into Amendment No. 2 to Credit Agreement among the Company, the lenders party thereto and BNP Paribas, as Administrative Agent (the “Incremental Amendment”), which amends that certain Credit Agreement dated as of March 13, 2019, among the Company, the lenders party thereto and BNP Paribas, as Administrative Agent, as amended by Amendment No. 1 Credit Agreement and Incremental Assumption Agreement, dated as of August 7, 2019 (as amended, the “Credit Agreement”). The Credit Agreement permitted the Company to establish incremental facilities (the “Initial Incremental Facilities”) in an aggregate amount of up to $500,000,000. The Company previously utilized the Initial Incremental Facilities in full. The Incremental Amendment refreshes the amount available for additional incremental term loan facilities (the “Additional Incremental Facilities”) to permit Additional Incremental Facilities of up to $500,000,000. The proceeds of any term loans under the Additional Incremental Facilities will be used for working capital and general corporate purposes of the Company and its subsidiaries. The Company is not borrowing under the Additional Incremental Facilities at this time.

The Incremental Amendment contains customary representations and warranties as well as customary covenants. Loans under the Additional Incremental Facilities are subject to the representations and warranties, affirmative and negative covenants and events of default applicable to loans under the Credit Agreement.

The description of the Incremental Amendment contained herein is qualified in its entirety by reference to the Incremental Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Some of the lenders under the Additional Incremental Facilities and/or their respective affiliates have from time to time performed and may in the future perform various commercial banking, investment banking and other financial advisory services for the Company and/or its subsidiaries in the ordinary course of business, for which they received or will receive customary fees and commissions.

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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Amendment No. 2 to Credit Agreement dated as of October 21, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	AGILENT TECHNOLOGIES, INC.


	By:	/s/ P. Diana Chiu
	Name:	P. Diana Chiu
	Title:	Vice President, Assistant General Counsel and Assistant Secretary



Date: October 22, 2019

EXECUTION COPY

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of October 21, 2019 (this “Amendment”), is made by and among AGILENT TECHNOLOGIES, INC., a Delaware corporation (the “Company”), BNP PARIBAS, as administrative agent for and on behalf of the Lenders (in such capacity, the “Administrative Agent”), and the Lenders listed on the signature pages hereto. Capitalized terms used but not defined herein have the meaning assigned thereto in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

Reference is made to that certain Credit Agreement, dated as of March 13, 2019, as amended by Amendment No. 1 to Credit Agreement and Incremental Assumption Agreement dated as of August 7, 2019 (as so amended, the “Credit Agreement”), among the Company, the lenders party thereto (the “Lenders”) and the Administrative Agent.

Section 2.08(c) of the Credit Agreement permits the Company to establish Incremental Facilities in an aggregate amount not to exceed $500,000,000. The 2019 Incremental Term Facility utilized the full amount available for Incremental Facilities.

The Company has requested that the aggregate amount available for Incremental Facilities be refreshed to permit additional Incremental Facilities in an aggregate principal amount of up to $500,000,000.

The Required Lenders are willing to consent to the Company’s request on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment to Credit Agreement. Section 2.08(c)(i) of the Credit Agreement is, effective as of the Amendment Effective Date (as hereinafter defined) and subject to the satisfaction of the condition precedent set forth in Section 3, hereby amended by deleting the phrase “the aggregate principal amount of all such increases shall not exceed US$500,000,000” and substituting therefor the phrase “the aggregate principal amount of all such increases, other than the increase effected by the 2019 Incremental Term Facility, shall not exceed US$500,000,000”.

SECTION 2.Representations and Warranties. To induce the Administrative Agent and the Required Lenders to enter into this Amendment, the Company hereby represents and warrants, on and as of the Amendment Effective Date, that:

(a) At the time of and after giving effect to this Amendment, no Default has occurred and is continuing.

(b) The representations and warranties set forth in the Credit Agreement are true and correct in all material respects as of the Amendment Effective Date, provided that

Agilent – Amendment No. 2

representations and warranties modified by materiality shall be true and correct in all respects.

SECTION 3.Conditions to Effectiveness of the Amendment. The Amendment set forth in Section 1 hereof shall become effective as of the first date when, and only when, the Administrative Agent shall have received this Amendment, duly executed and delivered by the Company, the Administrative Agent and the Required Lenders (the “Amendment Effective Date”).

SECTION 4.Reference to and Effect on the Loan Documents.

(a)On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment.

(b)The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended and modified by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)Save as expressly provided herein, the execution, delivery and effectiveness of this Amendment (i) shall not operate as a waiver of any right, power, privilege or remedy of any Lender, any Issuing Bank, any Swingline Lender or the Administrative Agent under any of the Loan Documents and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or other agreements contained in the any of the Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

SECTION 5.Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6.Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, in accordance with the provisions of Section 10.03(a) of the Credit Agreement.

SECTION 7.Miscellaneous. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to the Credit Agreement and the other Loan Documents and their respective successors and permitted assigns.

SECTION 8.Loan Document. Each of the parties hereto hereby agrees that this Amendment shall be a Loan Document for all purposes of the Credit Agreement and the other Loan Documents, and the definition of “Loan Documents” set forth in the Credit Agreement shall

NYDOCS02/1196248 Agilent – Amendment No. 2

be deemed to have been amended to include this Amendment therein.

SECTION 9.GOVERNING LAW. This Amendment shall be construed in accordance with and governed by the law of the state of New York.

[Remainder of Page Intentionally Left Blank]

NYDOCS02/1196248 Agilent – Amendment No. 2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

AGILENT TECHNOLOGIES, INC.

By: /s/ Guillermo Gualino
Name: Guillermo Gualino
Title: Vice President and Treasurer

Agilent – Amendment No. 2