AGILENT TECHNOLOGIES, INC. 8-K

What Happened

• Agilent Technologies announced on June 25, 2026 that it closed a private placement of $600 million aggregate principal amount of 4.900% Senior Notes due January 15, 2032. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering was made under a Purchase Agreement dated June 22, 2026 with Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC as initial purchaser representatives.
• The notes were issued under Agilent’s March 12, 2021 Indenture as supplemented by a Fourth Supplemental Indenture dated June 25, 2026. They were issued at 99.968% of par, pay interest semi‑annually on Jan. 15 and July 15 (first payment Jan. 15, 2027), and mature Jan. 15, 2032.

Key Details

• Offering size and rate: $600,000,000 principal; fixed interest rate 4.900% per year.
• Price and payments: issued at 99.968% of principal; interest paid semi‑annually beginning Jan. 15, 2027; maturity Jan. 15, 2032.
• Security and ranking: senior unsecured obligations, not guaranteed by subsidiaries, ranking equally with other senior unsecured debt and senior to any future subordinated debt.
• Redemption & repurchase: redeemable before Dec. 15, 2031 (the “Par Call Date”) at a make‑whole formula or at par thereafter; change‑of‑control repurchase required at 101% of principal.
• Registration rights: Agilent agreed to file an exchange offer registration and use commercially reasonable efforts to consummate the exchange within 60 days after effectiveness and no later than June 25, 2027. If a registration default occurs, interest on affected notes increases by 0.25% per 90 days (up to 0.50% total) until cured.

Why It Matters

• This transaction creates a new $600M senior unsecured borrowing for Agilent with a fixed 4.900% coupon and a 2032 maturity, increasing the company’s outstanding debt and future interest obligations. The notes are unsecured and not guaranteed by subsidiaries, which is relevant for creditor priority.
• The registration rights mean Agilent must register an exchange offer (or maintain a shelf registration); failure to do so triggers a modest incremental interest penalty (up to 0.50%), which is the holders’ sole remedy under the agreement. Investors should note the added debt and scheduled interest payments when assessing Agilent’s leverage and cash‑flow needs.