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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On March 13, 2019, Agilent Technologies,
Inc. (the “Company”) entered into a Credit Agreement among the Company, the lenders party thereto and BNP Paribas,
as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $1,000,000,000 five-year, unsecured
credit facility (the “Facility”) that will mature on March 13, 2024. The Facility replaced the Company’s existing
credit facility, which was terminated on the closing date of the Facility.
The Company may, subject to obtaining commitments
from existing or additional lenders and satisfaction of certain customary conditions, on one or more occasions increase commitments
under the Facility or create new incremental term loan facilities in an amount not to exceed $500 million in the aggregate (each,
an “Incremental Facility”) and may extend the maturity date for a period of one year. Each lender will have discretion
to determine whether it will participate in an Incremental Facility or in any such extension of the maturity date. The Company
will use amounts borrowed under the Facility for general corporate purposes, including stock repurchases and potential acquisitions.
The Company is not borrowing under the Facility at this time, but may borrow under the Facility from time to time as opportunities
and needs arise.
Loans under the Credit Agreement will bear
interest, at the Company’s option, either at: (i) the alternate base rate, which is defined as the highest of (a) the prime
rate in effect from time to time, (b) the federal funds effective rate in effect from time to time plus 1/2 of 1.00% or (c) the
applicable London interbank offered rate for 30-day loans plus 1.00%, in each case plus the applicable margin for such loans, or
(ii) the applicable London or EURO interbank offered rate plus the applicable margin for such loans. The applicable margin for
loans bearing interest at the alternate base rate ranges between 0.000% and 0.425%, and the applicable margin for loans bearing
interest based on the London or EURO interbank offered rate ranges between 0.920% and 1.425%, in each case based on the Company’s
senior debt credit ratings as published by S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings Inc.
At the Company’s current credit ratings, the applicable margin for alternate base rate loans is 0.025%, and the applicable
margin for London or EURO interbank offered rate loans is 1.025%.
The Company is required to pay to each
lender, based on such lender’s commitment, a quarterly facility fee during the term of the Credit Agreement which varies
depending on the Company’s credit ratings. At the Company’s current credit ratings, the facility fee will be 0.100%
per year, or $1,000,000 per year. The Company is also required to pay letter of credit participation fees ranging from 0.920% to
1.425% per annum (based on the Company’s credit ratings) and a fronting fee of 0.125% per annum, in each case based on the
average daily amount of outstanding letters of credit. At the Company’s current credit ratings, the letter of credit participation
fees will be 1.025% per year.
The Credit Agreement contains customary
representations and warranties as well as customary affirmative and negative covenants. Negative covenants include, among others,
limitations on incurrence of liens, limitations on incurrence of indebtedness by the Company’s subsidiaries and limitations
on sale-leaseback transactions. These covenants are subject to a number of significant exceptions and limitations. In addition,
the Credit Agreement requires that the Company’s ratio of adjusted consolidated financial indebtedness to consolidated capitalization
not be greater than 0.65 to 1.00 as of the end of any of its fiscal quarters.
The Credit Agreement also contains customary
events of default. Upon the occurrence and during the continuance of an event of default, the Lenders may declare the outstanding
advances and all other obligations under the Credit Agreement immediately due and payable. In addition, if the Company or certain
of its material subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar
law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.
BNP Paribas Securities Corp., Citibank,
N.A., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, and Wells Fargo Securities, LLC acted as joint lead arrangers and
joint bookrunners for the Credit Agreement.
The description of the Credit Agreement
contained herein is qualified in its entirety by reference to the Credit 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 Facility
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.