STOCK TITAN
  1. Home
  2. Sec-filings
  3. A
  4. [8-K] AGILENT TECHNOLOGIES, INC. Reports Material Event

Agilent (NYSE: A) issues $600M 4.900% senior notes maturing in 2032

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Agilent Technologies has closed a private sale of $600 million in 4.900% Senior Notes due 2032 to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S. The notes priced at 99.968% of principal, mature on January 15, 2032 and pay interest semi-annually each January 15 and July 15, starting in 2027.

The notes are senior unsecured obligations and can be redeemed early at a make-whole premium before December 15, 2031, and at par plus interest on or after that date. If a Change of Control Repurchase Event occurs, Agilent must offer to repurchase the notes at 101% of principal plus interest.

Under a Registration Rights Agreement, Agilent will use commercially reasonable efforts to exchange the notes for registered notes or, if needed, register resales. If it does not meet these registration obligations by June 25, 2027 or a registration default continues, the notes’ interest rate will increase by up to 0.50% per year until cured.

Positive

  • None.

Negative

  • None.

Insights

Agilent adds $600M in standard-term senior debt financing.

Agilent has issued $600 million of 4.900% Senior Notes due 2032, adding fixed-rate, long-dated funding. The notes are senior unsecured and rank equally with existing unsubordinated debt, with no subsidiary guarantees, consistent with many investment-grade corporate structures.

Key investor protections include a Change of Control Repurchase Event at 101% of principal and covenants limiting liens, sale-leasebacks, and certain mergers or asset sales. These terms are typical and do not indicate unusual restrictions, but they frame how future strategic transactions must be structured.

The Registration Rights Agreement commits Agilent to complete an exchange offer or shelf registration by June 25, 2027. Failure would trigger additional interest of up to 0.50% annually. This creates a modest cost incentive to maintain timely registration compliance but does not alter the fundamental credit profile.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $600 million Aggregate principal amount of 4.900% Senior Notes
Coupon rate 4.900% per annum Interest rate on Senior Notes due 2032
Issue price 99.968% of principal Price at which notes were issued
Maturity date January 15, 2032 Final maturity of Senior Notes
Par call date December 15, 2031 Date after which notes redeemable at 100% of principal
Change of control repurchase price 101% of principal Repurchase offer upon Change of Control Repurchase Event
Additional interest step 0.25% per 90 days Interest increase for registration default, up to 0.50%
Exchange offer deadline June 25, 2027 Latest date to consummate exchange offer under registration rights
Senior Notes financial
"sale of $600 million in aggregate principal amount of its 4.900% Senior Notes due 2032"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes were issued pursuant to the Indenture, dated as of March 12, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Change of Control Repurchase Event financial
"upon the occurrence of a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture)"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
Registration Rights Agreement financial
"the Company and the Initial Purchasers entered into a registration rights agreement with respect to the Notes"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Rule 144A regulatory
"in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"and in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

What type of debt did Agilent (A) issue in this 8-K?
Agilent issued 4.900% Senior Notes due 2032 with a total principal amount of $600 million. These are senior unsecured obligations ranking equally with its other unsubordinated debt and above any future subordinated debt.

How much did Agilent (A) raise and at what price and coupon?
Agilent sold $600 million aggregate principal of Senior Notes at 99.968% of face value. The notes carry a fixed 4.900% annual interest rate, providing predictable semi-annual interest payments to investors through the 2032 maturity date.

When do Agilent’s 4.900% senior notes mature and pay interest?
The notes mature on January 15, 2032 and pay interest at 4.900% per year. Interest is payable semi-annually in arrears on January 15 and July 15, with payments beginning January 15, 2027 for noteholders.

Can Agilent (A) redeem the 2032 notes before maturity?
Agilent may redeem the notes at any time before December 15, 2031 at the greater of a make-whole amount or 100% of principal, plus interest. On or after that date, it may redeem at 100% of principal plus accrued and unpaid interest.

What happens to Agilent’s notes if there is a change of control?
If a Change of Control Repurchase Event occurs, Agilent must offer to repurchase the notes at 101% of their principal amount. Holders also receive accrued and unpaid interest to, but not including, the repurchase date under this protection.

What registration rights and penalties apply to Agilent’s new notes?
Agilent agreed to exchange the notes for registered notes or register resales by June 25, 2027. If a registration default occurs, the annual interest rate on affected notes increases by 0.25% per 90 days, capped at an extra 0.50% until the default is cured.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001090872 0001090872 2026-06-25 2026-06-25
 
 

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): June 25, 2026

 

 

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 (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) ☐.

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 June 25, 2026, Agilent Technologies, Inc. (the “Company”) closed the sale of $600 million in aggregate principal amount of its 4.900% Senior Notes due 2032 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act (the “Offering”). The Notes were offered and sold in the Offering pursuant to a Purchase Agreement, dated June 22, 2026, by and among the Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC, as representatives of the several initial purchasers named therein (the “Initial Purchasers”).

Fourth Supplemental Indenture

The Notes were issued pursuant to the Indenture, dated as of March 12, 2021 (the “Base Indenture”), between the Company and Citibank, N.A., as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of June 25, 2026, between the Company and the Trustee (the “Fourth Supplemental Indenture” and the Base Indenture, as so supplemented by the Fourth Supplemental Indenture, the “Indenture”) with the following principal terms.

The Notes were issued at a price of 99.968% of their principal amount. The Notes will mature on January 15, 2032 and bear interest at a fixed rate of 4.900% per annum, in each case payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027. The Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with the Company’s other existing and future unsubordinated debt and senior in right of payment to any of its future subordinated debt. The Notes are not guaranteed by any of the Company’s subsidiaries.

The Notes are redeemable, in whole or in part, at any time prior to December 15, 2031 (one month prior to the maturity date of the Notes) (the “Par Call Date”), at the Company’s option, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 10 basis points, less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case of (1) or (2), accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. In addition, upon the occurrence of a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture) with respect to the Notes, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur liens and enter into sale and lease-back transactions and limit the Company’s ability to consolidate, merge or sell substantially all of its assets, subject to certain exceptions.

The Notes are subject to customary events of default, including: (a) the Company’s failure to pay principal or premium, if any, on the Notes when due at maturity, upon redemption or otherwise; (b) the Company’s failure to pay interest on the Notes for 30 days after the interest becomes due and payable; (c) the Company’s failure to repurchase Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event; (d) the Company’s failure to perform, or its breach of, any other covenant, warranty or agreement in the Indenture for 90 days after either the Trustee or holders of at least 25% in principal amount of the outstanding Notes have given the Company notice of the default in the manner required by the Indenture; (e) the Company’s default in the performance, or breach, of its obligations regarding a consolidation, merger or sale of assets, and (f) specified events involving the Company’s bankruptcy, insolvency or reorganization.

The descriptions above are summaries and are qualified in their entirety by the Base Indenture, the Fourth Supplemental Indenture and the form of Global Note, filed or incorporated by reference as Exhibits No. 4.1, 4.2 and 4.3 hereto, respectively, and, in each case, incorporated by reference herein. Any capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Indenture.

 

Registration Rights Agreement

On June 25, 2026, the Company and the Initial Purchasers entered into a registration rights agreement with respect to the Notes (the “Registration Rights Agreement”). The Company agreed under the Registration Rights Agreement to (i) use its commercially reasonable efforts to file a registration statement on an appropriate registration form with respect to a registered offer to exchange the Notes for new notes, with terms substantially identical in all material respects to the Notes, except that the new notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described in the Registration Rights Agreement and (ii) use its commercially reasonable efforts to have such registration statement declared effective under the Securities Act. The Company has agreed to use commercially reasonable efforts to cause the exchange offer to be consummated not later than 60 days after the exchange offer registration statement becomes effective and not later than June 25, 2027.

If the exchange offer is not completed on or before June 25, 2027, or if a registered exchange offer is not available under applicable law or in certain other circumstances specified in the Registration Rights Agreement, the Company will use its commercially reasonable efforts to file, and will use its commercially reasonable efforts to have become and keep effective, a shelf registration statement relating to resales of the applicable registrable Notes.

If the Company fails to satisfy this obligation or otherwise a registration default occurs under the Registration Rights Agreement, the annual interest rate on the applicable registrable Notes will increase by 0.25% per annum (“additional interest”) for the first 90-day period from and including the date on which such registration default occurs. The annual interest rate on the applicable registrable Notes will increase by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 0.50% per annum. If the registration default is corrected, the applicable interest rate on the applicable registrable Notes will revert to the original level. The payment of additional interest shall be the sole and exclusive remedy for the holders of Notes in the event of a registration default.

If the Company must pay additional interest, the Company will pay it to the holders of the applicable registrable Notes in cash on the same dates that it makes other interest payments on the Notes, until the registration default is corrected or the related Note ceases to be a registrable security under the Registration Rights Agreement.

The descriptions above are summaries and are qualified in their entirety by the Registration Rights Agreement, filed as Exhibit No. 4.4 hereto and incorporated by reference herein.

 

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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

4.1    Indenture, dated as of March 12, 2021, between the Company and Citibank, N.A. (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2021).
4.2    Fourth Supplemental Indenture, dated as of June 25, 2026, between the Company and Citibank, N.A.
4.3    Form of Global Note for the Company’s 4.900% Senior Notes due 2032 (contained in Exhibit 4.2).
4.4    Registration Rights Agreement, dated as of June 25, 2026, by and among the Company and the representatives of the several initial purchasers named therein.
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/ Michael Buckner

  Name:    Michael Buckner
  Title:    Senior Vice President, Chief Legal Officer and Secretary

Date: June 25, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Other Documents