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): July 21, 2015
 
KEYSIGHT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36334
 
46-4254555
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
1400 Fountaingrove Parkway Santa Rosa CA
 
95403
(Address of principal executive offices)
 
(Zip Code)
 Registrant’s telephone number, including area code (800) 829-4444

(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:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01.      Entry into Material Definitive Agreement
As previously reported on September 15, 2014, Keysight Technologies, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) dated September 15, 2014, by and among the Company, certain lenders party thereto (the “Lenders”) and CitiBank, N.A., as Administrative Agent (the “Agent”). The Credit Agreement provided for a $300 million five year unsecured credit facility (the “Facility”) that will expire on October 1, 2019.
On July 21, 2015, the total commitments under the Facility were increased by $150 million, so that the aggregate commitments under the Facility now total $450 million. In addition, the Credit Agreement retains a provision that permits the Company, subject to certain customary conditions, on one or more occasions to further increase the total commitments under the Facility by up to $150 million in the aggregate. On July 21, 2015, the Company, the Agent and the Lenders party thereto entered into a letter agreement setting forth and confirming the foregoing.

Item 9.01.      Financial Statements and Exhibits.

(d)   Exhibits .  The following exhibits are provided as part of this Form 8-K:

Exhibit No.
 
Exhibit
10.1
 
Credit Agreement, dated September 15, 2014, by and among the Company, as Borrower, the Lenders party thereto, Citibank, N.A., as Administrative Agent (filed as Exhibit 10.21 to Amendment No. 7 to Registration Statement on Form 10/A filed on September 22, 2014).
10.2*
 
Letter Agreement, dated July 21, 2015, by and among the Company, the Lenders party thereto and Citibank, N.A., as Administrative Agent.
 *Filed herewith.







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.
  
 
KEYSIGHT TECHNOLOGIES, INC.
 
 
 
 
 
By:
/s/ Jeffrey K. Li
 
Name:
Jeffrey K. Li
 
Title:
Vice President, Assistant General Counsel and Assistant Secretary
Date: July 21, 2015
 








EXHIBIT INDEX
 
Exhibit No.
 
Exhibit
10.1
 
Credit Agreement, dated September 15, 2014, by and among the Company, as Borrower, the Lenders party thereto, Citibank, N.A., as Administrative Agent (filed as Exhibit 10.21 to Amendment No. 7 to Registration Statement on Form 10/A filed on September 22, 2014).
10.2*
 
Letter Agreement, dated July 21, 2015, by and among the Company, the Lenders party thereto and Citibank, N.A., as Administrative Agent.
 *Filed herewith.
 
 







Exhibit 10.2
EXECUTION COPY
Letter Agreement
This Letter Agreement (the “ Letter Agreement ”) is dated as of July 21, 2015 by and among Keysight Technologies, Inc. (the “ Company ”), Citibank, N.A., as Administrative Agent under the Credit Agreement (defined and described further below) (the “ Administrative Agent ”) and the banks listed on the signature pages hereto (the “ Lenders ”).
Reference is made to the Credit Agreement (as amended or modified from time to time, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined) dated as of September 15, 2014 among the Company, the Administrative Agent, the Lenders and the other banks from time to time party thereto. Each of the Increasing Lenders has executed an Accession Agreement (the “ Accession Agreements ”), dated of even date herewith, that either (a) reflects its accession to the Credit Agreement as a Lender thereunder, or (b) in the case of existing Lenders under the Credit Agreement, provides for an increase in its respective Commitment under the Credit Agreement. This Letter Agreement sets forth the Commitment of each Lender under the Credit Agreement after giving effect to the increase of the Commitments in accordance with Section 2.08(d) of the Credit Agreement, effective as of the date hereof.
Each Lender agrees and confirms by its signature below that the Commitment of such Lender under the Credit Agreement is the amount set forth opposite the name of such Lender on Schedule I hereto, and consents to allow the Company to further increase the aggregate amount of the Lenders’ Commitments by an additional US$150,000,000 after giving effect to this Letter Agreement and the Accession Agreements, such that the total amount of Commitments permitted to be added in accordance with Section 2.08(d) remains US$150,000,000 following the effectiveness of this Letter Agreement.
Except as expressly set forth herein, the Credit Agreement (giving effect to this Letter Agreement), the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
This Letter Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Agreement.

[ Signature Pages Follow ]





IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Letter Agreement to be duly executed and delivered as of the date first above written.

KEYSIGHT TECHNOLOGIES, INC.


By: /s/ Jason A. Kary     
Name: Jason A. Kary
Title: Vice President, Treasurer & Investor Relations





CITIBANK, N.A., as Administrative Agent and a Lender

By: /s/ Susan M. Olsen         
Name: Susan M. Olsen
Title: Vice President






BNP PARIBAS, as a Lender

By: /s/ Nicole Rodriguez     
Name: Nicole Rodriguez
Title: Director


By: /s/ Ade Adedeji     
Name: Ade Adedeji
Title: Vice President





BANK OF AMERICA, N.A., as a Lender


By: /s/ Charmaine Lobo     
Name: Charmaine Lobo
Title: Vice President






BARCLAY BANK PLC, as a Lender


By: /s/ Vanessa Kurbatskiy     
Name: Vanessa Kurbatskiy
Title: Vice President






CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender


By: /s/ Christopher Day     
Name: CHRISTOPHER DAY
Title: AUTHORIZED SIGNATORY


By: ../s/ Franziska Schoch     
Name: FRANZISKA SCHOCH
Title: AUTHORIZED SIGNATORY





Deutsche Bank AG New York Branch, as a Lender


By: /s/ Virginia Cosenza     
Name: Virginia Cosenza
Title: Vice President


By: /s/ Ming K. Chu     
Name: Ming K. Chu
Title: Vice President





Wells Fargo Bank, N.A., as a Lender


By: /s/ Dhiren Desai     
Name: Dhiren Desai
Title: Vice President









SCHEDULE I
Commitment Schedule

Lender
Commitment
Citibank, N.A.
$82,750,000
BNP Paribas
$82,750,000
Bank of America N.A.
$82,750,000
Barclays Bank PLC
$56,250,000
Credit Suisse AG, Cayman Islands Branch
$55,500,000
Deutsche Bank AG New York Branch
$45,000,000
Wells Fargo Bank, National Association
$45,000,000
 
 
TOTAL:
$450,000,000