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): April 21, 2021
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-15405 |
|
77-0518772 |
||
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
||
|
of incorporation) |
|
File Number) |
|
Identification No.) |
||
|
|
|
|
||||
|
5301 Stevens Creek Boulevard, Santa Clara, CA |
|
95051 |
||||
|
(Address of principal executive offices) |
|
(Zip Code) |
||||
Registrant’s telephone number, including area code (800) 227-9770
(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 |
|
A |
|
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).
Emerging growth company ☐
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 April 21, 2021, Agilent Technologies, Inc. (the “Company”) entered into the Incremental Assumption Agreement among the Company, the lenders party thereto and BNP Paribas, as Administrative Agent (the “Agreement”), pursuant to which the lenders party thereto have agreed to increase their revolving commitments under 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 to Credit Agreement and Incremental Assumption Agreement, dated as of August 7, 2019, Amendment No. 2 to Credit Agreement, dated as of October 21, 2019, and Amendment No. 3 to Credit Agreement, dated as of April 17, 2020 (as amended, the “Credit Agreement”).
The Agreement provides for the lenders party thereto to increase their respective revolving commitments in an aggregate amount of $350,000,000 (the “Incremental Increase”). Additionally, such increasing lenders (constituting required lenders under the Credit Agreement) have acknowledged and agreed that (a) the Incremental Increase does not count against the cap of $500,000,000 contained in the Credit Agreement for incremental facilities (the “Incremental Cap”), (b) the Incremental Cap is waived for this Incremental Increase, and (c) after giving effect to the Incremental Increase, the aggregate amount available for additional incremental facilities is refreshed to permit up to $500,000,000 in additional incremental facilities. Further, such increasing lenders and the Company have agreed that, after April 21, 2021, the Company will not request loans denominated in Sterling in an aggregate principal amount that exceeds the aggregate commitments in effect immediately prior to the Incremental Increase. Other than the foregoing limitation on loans denominated in Sterling, the terms (including interest rate, covenants and events of default) applicable to loans funded from the Incremental Increase are the same as those applicable to revolving loans generally. The Company has not drawn any of the Incremental Increase.
The Agreement contains customary representations and warranties.
The description of the Agreement contained herein is qualified in its entirety by reference to the Agreement, 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 Credit Agreement 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 |
|
||||
|
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 & Assistant Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: April 22, 2021 |
|
|
EXECUTION COPY
Exhibit 10.1
INCREMENTAL ASSUMPTION AGREEMENT
This INCREMENTAL ASSUMPTION AGREEMENT dated as of April 21, 2021 (this “Agreement”) is among AGILENT TECHNOLOGIES, INC., a Delaware corporation (the “Company”), the Lenders parties hereto (which constitute Required Lenders), and BNP PARIBAS, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
PRELIMINARY STATEMENTS
Reference is hereby made to the Credit Agreement dated as of March 13, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Lenders from time to time party thereto and BNP Paribas, as Administrative Agent.
Pursuant to Section 2.08(c) of the Credit Agreement, the Company has invited certain Lenders identified on the signature pages hereto as “Increasing Lenders”, and each Increasing Lender desires, to increase its Commitment under the Credit Agreement by the amount set forth on the signature pages to this Agreement.
In addition, the Company has requested that the Increasing Lenders (which constitute the Required Lenders) acknowledge and agree that the aggregate increase in the Commitments under the Credit Agreement effected pursuant to this Agreement shall not count towards the limitation in 2.08(c)(i) of the Credit Agreement which caps at $500,000,000 the aggregate principal amount of all increases permitted thereunder.
Accordingly, each Increasing Lender (together, constituting the Required Lenders), the Company and the Administrative Agent agree as follows:
SECTION 1. Increase in the Commitments. Each Increasing Lender, as of the Increase Effective Date (as defined below), hereby agrees to increase its Commitment by the amount set forth opposite its signature hereto.
SECTION 2. Effectiveness. Section 1 of this Agreement shall become effective as of the date hereof (the “Increase Effective Date”), subject to the Administrative Agent’s receipt of (a) counterparts of this Agreement duly executed on behalf of each Increasing Lender and the Company, and (b) the documents required to be delivered by the Company under the penultimate sentence of Section 2.08(c)(vii) of the Credit Agreement.
SECTION 3. Acknowledgment and Agreement Regarding Increase in the Commitments. The Increasing Lenders (constituting Required Lenders), by their execution and delivery of this Agreement (the “Refresh Effective Date”), hereby acknowledge and agree that (i) the limitation of Section 2.08(c)(i) of the Credit Agreement which caps at $500,000,000 the aggregate principal amount of all increases permitted thereunder shall not apply with respect to
1
EXECUTION COPY
the increases in the Commitments effected pursuant to this Agreement, (ii) such limitation is hereby waived one time with respect to this Agreement, and (iii) after giving effect to the Increase Effective Date, the aggregate amount available for Incremental Facilities is refreshed to permit additional Incremental Facilities in an aggregate principal amount of up to $500,000,000. The Increasing Lenders and the Company agree that, after the Refresh Effective Date, the Borrowers will not request Loans denominated in Sterling in an aggregate principal amount that exceeds the aggregate Commitments in effect immediately prior to the increase in the Commitments of the Increasing Lenders in accordance with this Agreement.
SECTION 4.Representations and Warranties. To induce the Increasing Lenders to make the acknowledgment and agreement and grant the waiver set forth in Section 4 of this Agreement, the Company hereby represents and warrants, on and as of the Refresh Effective Date, that:
(a) At the time of and after giving effect to Section 4 of this Agreement, 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 Refresh Effective Date, provided that representations and warranties modified by materiality shall be true and correct in all respects.
SECTION 5. Reference to and Effect on the Credit Agreement. The Credit Agreement, except to the extent of the waiver specifically provided above, is and shall continue to be in full force and effect, and is hereby in all respects ratified and confirmed. The effectiveness of the terms of Section 4 hereof shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Each of the parties hereto hereby agrees that this Agreement shall be a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
2
EXECUTION COPY
SECTION 8. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to an Increasing Lender shall be given to it at the address set forth in its Administrative Questionnaire.
[Signature pages follows]
3
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
|
Commitment Increase |
BNP PARIBAS,
|
$42,500,000
|
|
By: |
/s/ Brendan Heneghan
|
|
|
By: |
/s/ Nicolas Doche
|
4
EXECUTION COPY
|
Commitment Increase |
CITIBANK, N.A.,
|
$42,500,000
|
|
By: |
/s/ Sean Klimchalk
|
5
EXECUTION COPY
|
Commitment Increase |
BANK OF AMERICA, N.A.,
|
$42,500,000
|
|
By: |
/s/ Duke Banson
|
6
EXECUTION COPY
|
Commitment Increase |
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
$42,500,000
|
|
By: |
/s/ Darin Mullis
|
7
EXECUTION COPY
|
Commitment Increase |
BARCLAYS BANK PLC,
|
$30,000,000
|
|
By: |
/s/ Sean Duggan
|
8
EXECUTION COPY
|
Commitment Increase |
JPMORGAN CHASE BANK, N.A.,
|
$30,000,000
|
|
By: |
/s/ Gregory T. Martin
|
9
EXECUTION COPY
|
Commitment Increase |
MIZUHO BANK, LTD.,
|
$30,000,000
|
|
By: |
/s/ Tracy Rahn
|
10
EXECUTION COPY
|
Commitment Increase |
MUFG BANK, LTD., N.A.,
|
$30,000,000
|
|
By: |
/s/ Henry Schwarz
|
11
EXECUTION COPY
|
Commitment Increase |
DBS BANK LTD.,
|
$20,000,000
|
|
By: |
/s/ Josephine Lim
|
12
EXECUTION COPY
|
Commitment Increase |
HSBC BANK USA, NATIONAL ASSOCIATION,
|
$20,000,000
|
|
By: |
/s/ Sam Stockwin
|
13
EXECUTION COPY
|
Commitment Increase |
KEYBANK NATIONAL ASSOCIATION,
|
$20,000,000
|
|
By: |
/s/ Tad L. Stainbrook
|
14
EXECUTION COPY
AGILENT TECHNOLOGIES, INC.
|
|
By: |
/s/ Guillermo Gualino
|
Acknowledged and Agreed:
By: /s/ Brendan Heneghan
Name: Brendan Heneghan
Title: Director
By: /s/ Nicolas Doche
Name: Nicolas Doche
Title: Vice President
15